Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

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

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

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

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 19 (the “"Indemnified Party”"), the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 19 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; providedPROVIDED, howeverHOWEVER, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereof, and will shall relieve it from liability under this Agreement hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s 's consent. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementhereunder, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will shall be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will 19 shall survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice Each of the commencement Company’s obligations in Section 4.1 and Provider’s obligations in Section 4.2 above (each of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)Company and Provider, the Indemnified Party willas applicable, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) are contingent upon the Provider Indemnitee or the Company Indemnitee, as applicable (each, the “Indemnitee”), notify promptly notifying the Indemnifying Party in writing of the commencement thereofThird Party Claim and, except with respect to Taxes, promptly tendering the control of the defense and settlement of any such Third Party Claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided, however, that the omission to notify foregoing notice requirement shall not apply if Provider or one of its Affiliates is the Managing Member at such time. The Indemnitee shall also cooperate with the Indemnifying Party will not relieve Party, at the Indemnifying Party’s expense, in defending or settling such Third Party from any liability which it Claim and the Indemnitee may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results join in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice at its own expense. An Indemnifying Party may not, without the prior written consent (unless such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any conflict judgment regarding a Third Party Claim the defense of interest requires the appointment of separate counsel), and after notice from which has been assumed by the Indemnifying Party unless such settlement, compromise or consent (i) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (ii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to such Indemnified the entry of any judgment regarding any Third Party of its election to assume Claim for which indemnification is sought and the defense of the action, the Indemnifying Party will which has not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without been assumed by the Indemnifying Party’s consent. The Indemnified Party will cooperate in , without the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, the Indemnified Party will such consent not to be liable to the unreasonably withheld or delayed. Each Indemnifying Party for any reasonable attorneyParty’s fees and direct costs relating to such proceedings. The indemnifications provided in this obligations under Section 17 will 4.1 or Section 4.2, as applicable, shall survive the expiration or termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 8 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 8 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 8 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of In the commencement case of any action Litigation asserted by a third party seeking (a “Third Party Claim”) against a party entitled to be indemnified indemnification under this Section 17 Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom required to provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, notify and the Indemnified Party shall permit the Indemnifying Party in writing (at the expense of the commencement thereof; provided, however, that the omission to notify such Indemnifying Party and so long as the Indemnifying Party will acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its indemnification obligation under this Agreement only except to the extent that such omission failure results in the forfeiture by a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of rights or defenses with respect such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such action. In any action or proceedingThird Party Claim following notice thereof, following provision of proper notice by the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, without prejudice to the extent that it will wish, participate jointly with any other Indemnifying ability of the Indemnified Party similarly notified, to assume the defense thereof, with counsel of enforce its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party, (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim, or (iii) would restrict such Indemnified Party’s ability to conduct its election to assume business in the defense ordinary course or would otherwise have a materially adverse impact on the business of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by If the Indemnified Party in connection with good faith determines that the Agreementconduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability, or that the transactions contemplated under this AgreementIndemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such proceeding will be finally determined by a court of competent jurisdiction in favor Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party will does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be liable unreasonably withheld, conditioned or delayed. In any event, the Reinsurer and the Company shall cooperate in the defense of any Third Party Claim subject to this Article X and the records of each shall be reasonably available to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating other with respect to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementdefense.

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

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim for indemnification in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)satisfactory to such Indemnified Party, and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Section 6.3 for any legal expense of the other counsel expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the transactions contemplated under this Agreement, and such proceeding will Indemnifying Party or if the interests of the Indemnified Party reasonably may be finally determined by a court of competent jurisdiction in favor deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party will shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas incurred.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this Section 17 15, such person (an "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the “Indemnified Party”), the Indemnified Party will, if a claim "INDEMNIFYING PARTY") in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify writing and the Indemnifying Party in writing shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the commencement thereofpayment of all fees and expenses; provided, however, provided that the omission failure of any Indemnified Party so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder except to any Indemnified Party otherwise than under the provisions of this Agreement, extent (and will relieve it from liability under this Agreement only to the extent that) that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect is materially prejudiced by such failure to such actionnotify. In any action or such proceeding, following provision any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of proper notice by such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party of shall have mutually agreed to the existence retention of such actioncounsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party will be entitled to participate in shall indemnify and hold harmless such Indemnified Parties from and against any such action and, loss or liability (to the extent that it will wish, participate jointly with any other stated above) by reason of such settlement or judgment. No Indemnifying Party similarly notifiedshall, to assume without the defense thereofprior written consent of the Indemnified Party, with counsel effect any settlement of its choice (any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless any conflict such settlement includes an unconditional release of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified from all liability arising out of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementproceeding.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 Seller Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”)) has received notice of any indemnifiable claim hereunder, or the commencement of any Action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 shall give the indemnitor hereunder (the “Indemnifying Party”), notify the Indemnifying Party in writing ) written notice of such claim or the commencement thereof; providedof such Action or proceeding, however, that the omission but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any such Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only hereunder except to the extent that the Indemnifying Party is materially prejudiced by such omission results failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the forfeiture defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of rights or defenses with respect to such actionthe Indemnified Party shall be at the cost of the Indemnifying Party. In any action or proceeding, following provision of proper notice by After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the existence of Indemnifying Party diligently pursues such actiondefense, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any additional legal expense of the other counsel subsequently expenses incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the AgreementIndemnified Party shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party has failed to assume the defense and employ counsel or (ii) if the transactions contemplated under this Agreement, defendants in any such Action include both the Indemnified Party and such proceeding will the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be finally determined by a court reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of competent jurisdiction in favor the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party will shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such Action, with the expenses and fees of such separate counsel and other expenses related to such participation to be liable to reimbursed by the Indemnifying Party for as incurred. Notwithstanding any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the Indemnified Party.

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

Indemnification Procedures. Promptly after receipt of notice of the commencement of (a) If any action by a party seeking to action, proceeding, litigation or claim shall be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made brought or asserted against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In for any action or proceeding, following provision of proper notice by matter which the Indemnified Parties are indemnified hereunder (each, a "Claim"), Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate shall notify Indemnitors in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to writing thereof and Indemnitors shall promptly assume the defense thereof, with including, without limitation, the employment of counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party acceptable to such Indemnified Party and the negotiation of any settlement. Any failure of such Indemnified Party to notify Indemnitors of such matter shall not impair or reduce the obligations of Indemnitors hereunder. The Indemnified Parties shall have the right, at the expense of Indemnitors (which expense shall be included in Costs), if an Indemnified Party has reason to believe that its election interests are not being adequately represented or diverge from other interests being represented by such counsel, to assume employ separate counsel in any such action and to participate in the defense thereof. In the event Indemnitors shall fail to discharge or undertake to defend any Indemnified Party against any Claim, such failure shall constitute an Event of Default and the actionIndemnified Party may, the Indemnifying Party will not be liable at its sole election, defend or settle such Claim. The liability of Indemnitors to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The settlement by such Indemnified Party will cooperate in the defense or shall be conclusively established by any settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced entered into by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementgood faith, and such proceeding will good faith shall be finally determined conclusively established if the settlement is made on the advice of independent legal counsel for the Indemnified Party. The amount of Indemnitors' liability hereunder shall include the settlement consideration and all other Costs, which shall be paid by the Indemnitors as hereinafter provided. Costs incurred in connection with a court Claim shall be reimbursed by Indemnitors without the requirement of competent jurisdiction in favor waiting for the ultimate outcome of such Claim. (b) Indemnitors shall not, without the prior written consent of the Indemnifying Indemnified Party, settle or compromise any Claim in any manner or consent to the entry of any judgment (i) in which the claimant or plaintiff does not unconditionally release the Indemnified Party will be liable from all liability and obligations in respect of such Claim and obtain a dismissal of such Claim with prejudice; or (ii) that may adversely affect the Indemnified Party (as determined in the sole discretion of such Indemnified Party) or obligate the Indemnified Party to pay any sum or perform any obligation. (c) Indemnitors shall pay to the Indemnifying applicable Indemnified Party for any reasonable attorney’s fees and direct costs relating all Costs within ten (10) days after written notice from such Indemnified Party. All Costs shall be immediately reimbursable to such proceedingsthe Indemnified Party or, upon request of the Indemnified Party, paid directly to the party sending a ▇▇▇▇ or other statement to the Indemnified Party. The indemnifications provided Any Costs not paid within the aforementioned ten (10) day period shall bear interest at the Default Rate from the date incurred until the date paid in this Section 17 will survive the termination of this Agreementfull.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 Any Licensor Indemnified Party or Licensee Indemnified Party (as applicable, the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is ) entitled to be made against a party against whom indemnification is sought under this Section 17 Agreement shall promptly provide the applicable Licensee or Licensor (as applicable, the “Indemnifying Party”), notify ) with notice of the applicable Claim; provided that the failure of the Indemnified Party to undertake such actions shall not relieve Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which obligation it may have to any Indemnified Party otherwise than under the provisions of this Agreementdefend or indemnify, except and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by Indemnifying Party’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Indemnified Party shall permit the Indemnifying Party to answer and defend the Claim. If the Indemnifying Party, within a reasonable time after receipt of rights such notice, should fail to assume full responsibility for the Claim, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or defenses settle, the Claim on behalf, for the account, and at the risk of, the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in its own defense with respect its own counsel at its own expense. If the Indemnified Party elects to participate in its own defense, the Indemnifying Party shall agree to consider in good faith the views of the Indemnified Party and its counsel and to keep the Indemnified Party and its counsel reasonably informed of the progress of the defense, litigation, arbitration, or settlement discussions relating to such actionClaims, subject to a joint-defense agreement between the Indemnified Party and the Indemnifying Party. In The Indemnifying Party shall not settle or compromise any action Claims against a Indemnified Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or proceedingdelayed), following provision unless such settlement or compromise: (i) includes an unconditional release of proper notice the Indemnified Party from all liability arising out of such Claims; (ii) is solely monetary in nature; and (iii) does not include remedial or equitable measures or relief (including any injunction), a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the Indemnified Party or otherwise materially adversely affect the Indemnified Party. The Indemnifying Party shall not be responsible for any settlement made by the Indemnified Party of the existence of without such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementwritten permission.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Except as provided below in Section 6 with respect to be indemnified under this contribution or in Section 17 (the “Indemnified Party”7(e), the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Party willParties for the breach of a representation, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “warranty or agreement hereunder by an Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any each Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate pursue any other remedy at law or in equity for any such action and, breach so long as the damages sought to be recovered shall not exceed the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice Losses incurred thereby resulting from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofbreach. In the event that any action or regulatory proceeding involving the Indemnifying Party will shall be commenced by the or claim asserted which may entitle an Indemnified Party in connection with the Agreement, or the transactions contemplated to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such proceeding will be finally determined by a court of competent jurisdiction action in favor addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party will at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be liable one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party (it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Depositor Parties, one such firm for all Underwriter Parties, one such firm for Company Parties, one such firm for all Seller Parties, one such firm for all Originator Parties, one such firm for all Issuer Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Seller in respect of the Seller Parties, by the Originators in respect of the Originator Parties, by the Issuer in respect of the Issuer Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim for indemnification in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)satisfactory to such Indemnified Party, and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Section 6.3 for any legal expense of the other counsel expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all reasonable and documented fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the transactions contemplated under this Agreement, and such proceeding will Indemnifying Party or if the interests of the Indemnified Party reasonably may be finally determined by a court of competent jurisdiction in favor deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party will shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas incurred.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this either Section 17 6(a) or 6(b), such person (the “Indemnified Party”), ) shall promptly notify the Indemnified Party will, if a claim in respect thereof is to person from whom such indemnity may be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), ) in writing (provided that failure to so notify the an indemnifying party shall not relieve such Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent it is not materially prejudiced as a result thereof and in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will any event shall not relieve the Indemnifying Party it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party otherwise than under shall have the provisions right to retain its own counsel, but the fees and expenses of this Agreementsuch counsel shall be at the expense of such Indemnified Party, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by unless (i) the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by and the Indemnified Party of shall have mutually agreed in writing to the existence retention of such action, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party will and the Indemnified Party and representation of both parties by the same counsel would be entitled inappropriate due to participate in any such action and, actual or potential differing interests between them or different legal defenses available to the extent them. It is understood that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense shall not, in respect of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for legal expenses of any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any proceeding or related proceedings in the Agreementsame jurisdiction, or be liable for the transactions contemplated under this Agreementfees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such proceeding will consent or if there be finally determined by a court of competent jurisdiction in favor of final judgment for the plaintiff, the Indemnifying Party, Party agrees to indemnify the Indemnified Party will be liable from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any reasonable attorney’s fees settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and direct costs relating (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such proceedingssettlement. The indemnifications provided No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in this Section 17 will survive respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the termination subject matter of this Agreementsuch proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt of notice (a) Each member of the commencement of any action by a party MLP Group seeking to be indemnified under this Section 17 indemnification (the each, an “MLP Indemnified Party”), the Indemnified Party will, if ) pursuant to this Article II agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in respect thereof is writing to be made against a party against the Parties from whom indemnification is sought under pursuant to this Section 17 Article II (the each, an “Indemnifying Party”), notify ) specifying the Indemnifying Party in writing nature of the commencement thereofand specific basis for such claim; provided, however, that no MLP Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the omission case of the last calendar quarter prior to notify the expiration of the applicable indemnity coverage under this Agreement); provided further, that failure to timely provide such notice shall not affect the right of the MLP Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party will not relieve the is materially prejudiced by such delay or omission. (b) The Indemnifying Party from any liability which it may shall have the right to any Indemnified Party otherwise than under the provisions control all aspects of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of (and any counterclaims with respect to) any claims brought against the actionMLP Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the Indemnifying Party will selection of counsel (provided that such counsel shall be reasonably acceptable to the MLP Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be liable to such Indemnified Party under this Agreement for any legal expense unreasonably withheld, conditioned or delayed) of the other counsel subsequently incurred without MLP Indemnified Parties unless it includes a full release of the Indemnifying Party’s consent. The MLP Indemnified Party will cooperate in Parties and their respective Subsidiaries from such matter or issues, as the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. case may be. (c) In the event that any proceeding involving claim brought against the MLP Indemnified Parties that is covered by the indemnification set forth in Article II is based on the presence of Hazardous Substances on, under, about or Releasing to or from property of the MLP Indemnified Parties that requires or necessitates Environmental Activity, the Indemnifying Party will be commenced shall have the right to control all aspects of the Environmental Activity, including, without limitation, the selection of remediation or cleanup standards (to the extent such selection is permitted under applicable Environmental Law) based on activity and/or use limitations, so long as (i) the selected remediation or cleanup standards, and any activity or use limitations imposed (by the Indemnified Party deed restriction, environmental covenant or otherwise) in connection with the AgreementEnvironmental Activity would not unreasonably interfere with the current use of the property, or (ii) the transactions contemplated under this AgreementMLP Indemnified Parties shall have the right, but not the obligation, to fully participate in any Environmental Activities including making comments to documents to be submitted to any Governmental Authority, participating in meetings, and such proceeding will be finally determined by a court of competent jurisdiction providing advice to LGC regarding procedural, substantive and strategic decisions, which LGC shall consider in favor of the Indemnifying Partygood faith, the Indemnified Party will be liable to (iii) the Indemnifying Party for any reasonable attorney’s fees diligently and direct costs relating promptly pursues the completion of the Environmental Activity so as to such proceedings. The indemnifications provided in this attain Environmental Closure, and (iv) the Indemnifying Party complies with the requirements of Section 17 will survive the termination of this Agreement2.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice (a) The matters set forth in Sections 5.6 through 5.9 of the commencement Master Agreement shall be deemed incorporated into, and a made a part of, this Agreement. (i) Notwithstanding any provision to the contrary in this Agreement or in the Master Agreement, any Liability subject to indemnification or contribution pursuant to this Article VIII will be net of any action by a party seeking to be indemnified under this Section 17 (▇▇▇▇▇ Fargo Proceeds that actually reduce the “Indemnified Party”)amount of such Liability. Accordingly, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the amount which any Indemnifying Party in writing of the commencement thereof; provided, however, that the omission is required to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have pay to any Indemnified Party otherwise than under will be reduced by any ▇▇▇▇▇ Fargo Proceeds theretofore actually recovered by or on behalf of the provisions Indemnified Party in respect of this Agreement, and will relieve it from liability under the related Liability. If an Indemnified Party receives an Indemnity Payment required by this Agreement only to the extent that such omission results in the forfeiture by the from an Indemnifying Party in respect of rights or defenses any Liability and subsequently receives ▇▇▇▇▇ Fargo Proceeds with respect to such action. In any action or proceedingLiability, following provision of proper notice by then the Indemnified Party of the existence of such action, will pay to the Indemnifying Party will be entitled to participate in any such action and, an amount equal to the extent excess of the Indemnity Payment received over the amount of the Indemnity Payment that it will wishwould have been due if such ▇▇▇▇▇ Fargo Proceeds had been received, participate jointly with any other Indemnifying realized or recovered before the Indemnity Payment was made. (ii) The Indemnified Party similarly notified, shall use its commercially reasonable efforts to assume seek to collect or recover from ▇▇▇▇▇ Fargo the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party amounts due to such Indemnified Party of its election pursuant to assume the defense Section 7.2 of the action, ▇▇▇▇▇ Fargo Agreement to which the Indemnifying Party will not be liable to such Indemnified Party under is entitled in connection with any Liability for which the Indemnified Party seeks indemnification pursuant to this Agreement for Article VIII; provided that the Indemnified Party’s inability to collect or recover any legal expense of the other counsel subsequently incurred without such amounts shall not limit the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementobligations hereunder.

Indemnification Procedures. Promptly after receipt Except with respect to Taxes, each of notice a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)Seller and Purchaser, the Indemnified Party willas applicable, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) with respect to any third party claim are contingent upon the Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the “Indemnitee”), notify promptly notifying the Indemnifying Party in writing of such claim and promptly tendering the commencement thereof; provided, however, that control of the omission defense and settlement of any such claim to notify the Indemnifying Party will not relieve at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, Indemnitee shall be reduced if and will relieve it from liability under this Agreement only to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that such omission results in the forfeiture by foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party of rights or defenses with respect to such action. In any action or proceedingParty, following provision of proper notice by the Indemnified Party of the existence of such action, at the Indemnifying Party will be entitled to participate Party’s expense, in any defending or settling such action and, to claim and the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the Indemnitee may join in defense thereof, with counsel of its choice at its own expense. An Indemnifying Party may not, without the prior written consent (unless such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any conflict judgment regarding a third party claim, the defense of interest requires *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the appointment of separate counsel), and after notice from Commission. which has been assumed by the Indemnifying Party unless such settlement, compromise or consent (a) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (b) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to such Indemnified Party the entry of its election to assume any judgment regarding any third party claim for which indemnification is sought and the defense of the action, the Indemnifying Party will which has not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without been assumed by the Indemnifying Party’s consent. The Indemnified Party will cooperate in , without the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, the Indemnified Party will such consent not to be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementunreasonably withheld or delayed.

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

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Except as provided below in Section 6 with respect to be indemnified under this contribution or in Section 17 (the “Indemnified Party”7(e), the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Party willParties for the breach of a representation, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “warranty or agreement hereunder by an Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any each Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate pursue any other remedy at law or in equity for any such action and, breach so long as the damages sought to be recovered shall not exceed the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice Losses incurred thereby resulting from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofbreach. In the event that any action or regulatory proceeding involving the Indemnifying Party will shall be commenced by the or claim asserted which may entitle an Indemnified Party in connection with the Agreement, or the transactions contemplated to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such proceeding will be finally determined by a court of competent jurisdiction action in favor addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party will at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be liable one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party (it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Depositor Parties, one such firm for all Underwriter Parties, one such firm for all Company Parties, one such firm for all Seller Parties, one such firm for all Originator Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Seller in respect of the Seller Parties, by the Originator in respect of the Originator Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any reasonable attorney’s fees and direct costs relating settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to such proceedings. The indemnifications provided in comply with the provisions of this Section 17 will survive shall relieve the termination Indemnifying Party of this Agreementliability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Promptly after receipt of notice of In the commencement of event that any action by claim for which a party seeking Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be indemnified under this Section 17 (the “Indemnified Party”)collected by any third person, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall promptly notify the Indemnifying Party in writing of such claim, specifying the nature of such claim and the amount of the commencement thereofestimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided, provided however, that the omission Indemnified Party is hereby authorized prior to notify and during the Indemnifying Party will not relieve the Indemnifying Party from Indemnity Notice Period to file any liability motion, answer or other pleading, submission or document which it may have shall deem necessary or appropriate to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of protect its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofinterests. In the event that any proceeding involving the Indemnifying Party will notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be commenced promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor liability of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementhereunder.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party Any Party seeking to be indemnified indemnification under this Section 17 Article V for a third party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve adversely impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, indemnification hereunder except and will relieve it from liability under this Agreement only solely to the extent that such omission results in failure to notify actually prejudices, or prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of rights any claim, demand, action or defenses with respect proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to such actiondefend the same. In connection with any such claim, demand, action or proceedingproceeding the Parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, following provision demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of proper notice by the Indemnified Party of and its Subsidiaries and their respective directors, officers and employees) and the existence of Indemnifying Party proposes to accept such actionsettlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)excused from, and after notice from the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (B) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party of its election to assume on such claim, demand, action or proceeding is greater than the defense amount of the actionproposed settlement, and (C) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement pay all attorneys’ fees and legal costs and expenses incurred after rejection of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the such settlement by the Indemnified Party for any claim or demand unless Party; provided, however, that if the Indemnifying Party has previously approved amount thereafter recovered by the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by third party from the Indemnified Party in connection with is less than the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor amount of the Indemnifying Partyproposed settlement, the Indemnified Party will be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s such attorneys’ fees and direct legal costs relating and expenses up to such proceedings. The indemnifications provided in this Section 17 will survive a maximum amount equal to the termination difference between the amount recovered by the third party and the amount of this Agreementthe proposed settlement.

Indemnification Procedures. Promptly after (a) After receipt of the notice of claim required by Section 2.03, if the commencement Indemnifying Party undertakes to defend any such claim, then the Indemnifying Party shall be entitled, if it so elects, to take control of any action by a party seeking the defense and investigation with respect to be indemnified under this Section 17 (such claim and to employ and engage attorneys of its own choice, reasonably acceptable to the “Indemnified Party”), to handle and defend the same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party willof such election, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (which notice acknowledges the “Indemnifying Party”), notify the 's obligation to provide indemnification hereunder. The Indemnifying Party in writing shall not settle any third-party claim that is the subject of indemnification without the written consent of the commencement thereofIndemnified Party, which consent shall not be unreasonably withheld; provided, however, that the omission Indemnifying Party may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or acknowledgement of liability or culpability with respect to notify the Indemnified Party, (ii) includes a complete release of the Indemnified Party, and (iii) does not require the Indemnified Party to make any payment or forego or take any action or otherwise materially adversely affect the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party will not relieve and its attorneys in the Indemnifying Party from investigation, trial and defense of any liability which it may have lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate cross-claims and counterclaims). The Indemnified Party otherwise than under the provisions may, at its own cost and expense, participate in any investigation, trial and defense of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture lawsuit or action controlled by the Indemnifying Party and any appeal arising therefrom. (b) If, after receipt of rights a notice of claim pursuant to Section 2.03, the Indemnifying Party does not undertake to defend any such claim, the Indemnified Party may, but shall have no obligation to, contest any lawsuit or defenses action with respect to such action. In any action or proceeding, following provision of proper notice claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party (including, without limitation, the settlement thereof without the consent of the existence of such action, Indemnifying Party). If there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any or there is otherwise an actual or potential conflict of interest requires interest, the appointment Indemnified Party shall have the right, at the expense of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election Party, to assume the defense of the lawsuit or action; provided, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by however, that the Indemnified Party for any claim may not settle such lawsuit or demand unless action without the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor consent of the Indemnifying Party, the Indemnified Party will which consent shall not be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementunreasonably withheld or delayed.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified indemnification under this Section 17 5.1 (an “Indemnitee”) of notice of any pending or threatened Claim brought by a Third Party against it, such Indemnitee shall give written notice to the “Indemnified Party”), party from whom the Indemnified Party will, if a claim in respect thereof Indemnitee is entitled to be made against a party against whom seek indemnification is sought under pursuant to this Section 17 5.1 (the “Indemnifying Party”), notify the Indemnifying Party in writing ) of the commencement thereof; provided, however, that the omission failure so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from it of any liability which that it may have to any Indemnified Party otherwise than under the provisions of this AgreementIndemnitee hereunder, and will relieve it from liability under this Agreement only except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such actiondemonstrates that it is materially prejudiced thereby. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the The Indemnifying Party will shall be entitled to participate in any the defense of such action Claim and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedelects within seven (7) days of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense thereofand settlement of such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend the Indemnitee in such Proceeding) with counsel of its choice (unless any conflict of interest requires reasonably satisfactory to the appointment of separate counsel)Indemnitee and, and after notice from the Indemnifying Party to such Indemnified Party the Indemnitee of its election to assume the defense of the actionsuch Claim, the Indemnifying Party will not shall not, as long as it diligently conducts such defense, be liable to such Indemnified Party under this Agreement the Indemnitee for any legal expense of the other counsel Litigation Costs subsequently incurred without by the Indemnifying Party’s consentIndemnitee. The Indemnified Party will cooperate in the defense No compromise or settlement of claims so assumed. The Indemnifying Party will not any Claim may be liable under this Agreement for the settlement effected by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved without the settlement Indemnitee’s written consent, which consent shall not be unreasonably withheld or it has been notified delayed; provided, no consent shall be required if (A) there is no finding or admission of such claim any violation of Law or demand any violation of the rights of any person and has failed to provide a defense no effect on any other claims that may be made against the Indemnitee, (B) the sole relief provided is monetary damages that are paid in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced full by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, and (C) the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorneyIndemnitee’s fees and direct costs relating to rights under this Agreement are not restricted by such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementcompromise or settlement.

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

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party (a) Each Party seeking to be indemnified under this Section 17 indemnification (the each, an “Indemnified Party”), the Indemnified Party will, if ) pursuant to this Article II agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in respect thereof is writing to be made against a party against the Parties from whom indemnification is sought under pursuant to this Section 17 Article II (the each, an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that no Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this Agreement); provided further, notify that failure to timely provide such notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party in writing is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to control all aspects of the commencement thereofdefense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Parties unless it includes a full release of the Indemnified Parties and their respective Subsidiaries from such matter or issues, as the case may be. (c) The Indemnified Parties agree to cooperate fully with the Indemnifying Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article II, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of the Indemnified Parties that the Indemnifying Parties consider relevant to such defense and the making available to the Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith the Indemnifying Parties agree to use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agree to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Parties pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Parties to cooperate with the Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the omission Indemnified Parties may, at their option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Parties agree to notify the Indemnifying Party will not relieve the Indemnifying Party from keep any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice counsel hired by the Indemnified Party Parties reasonably informed as to the status of the existence of any such actiondefense, but the Indemnifying Party will be Parties shall have the right to retain sole control over such defense. (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such proceeding will correlative insurance benefit shall be finally determined net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court of competent jurisdiction in favor costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with such efforts shall be promptly reimbursed by the Indemnifying PartyParties. To the extent that the Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnified Party will Indemnifying Parties shall be liable subrogated to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating rights of the Indemnified Parties to receive the proceeds of such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementinsurance or contractual indemnity.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 19 (the “"Indemnified Party”"), the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 19 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; providedPROVIDED, howeverHOWEVER, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereof, and will shall relieve it from liability under this Agreement hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent's consent by such Indemnified Party in connection with the defense thereof. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementhereunder, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will shall be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will 19 shall survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action by a party seeking which indemnity may be sought pursuant to be indemnified under this Section 17 10, such person (an "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the “Indemnified Party”), the Indemnified Party will, if a claim "INDEMNIFYING PARTY") in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify writing and the Indemnifying Party in writing shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the commencement thereofpayment of all fees and expenses; provided, however, provided that the omission failure of any Indemnified Party so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder except to any Indemnified Party otherwise than under the provisions of this Agreement, extent (and will relieve it from liability under this Agreement only to the extent that) that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect is materially prejudiced by such failure to such actionnotify. In any action or such proceeding, following provision any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of proper notice by such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party of shall have mutually agreed to the existence retention of such actioncounsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party will be entitled to participate in shall indemnify and hold harmless such Indemnified Parties from and against any such action and, loss or liability (to the extent that it will wish, participate jointly with any other stated above) by reason of such settlement or judgment. No Indemnifying Party similarly notifiedshall, to assume without the defense thereofprior written consent of the Indemnified Party, with counsel effect any settlement of its choice (any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless any conflict such settlement includes an unconditional release of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified from all liability arising out of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementproceeding.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled have the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless or reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party will have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided further, however, that the Indemnifying Party will be responsible for the expenses of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of or the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party has not employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action (a) If a claim for Damages (a “Claim”) is proposed to be made by a party seeking entitled to be indemnified under this Section 17 indemnification hereunder (the “Indemnified Party”), ) against the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification is sought under this Section 17 claimed (the “Indemnifying Party”), the Indemnified Party will give notice (a “Claim Notice”) to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article 5. (b) If any Person commences any action or proceeding with respect to any matter as to which any of the Purchaser Indemnified Parties intends to seek indemnification under Section 5.1(a), or with respect to any matter as to which any of the Seller Indemnified Parties intends to seek indemnification under Section 5.1(b), the Indemnified Party will promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actionclaim or the commencement of such action or proceeding (and in any event within ten (10) Business Days after the service of any summons or citation). The failure of any Indemnified Party to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party is adversely affected thereby. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to the survival period set forth in Section 5.3 must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give a Claim Notice relating thereto. A Claim Notice must describe in reasonable detail the nature of the Claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party attributable to such Claim (to the extent reasonably ascertainable at such time), the basis of the Indemnified Party’s request for indemnification under this Agreement and all information in the Indemnified Party’s possession relating to such Claim. (c) The Indemnifying Party will be entitled at any time to participate in the defense of any such action andClaim, to the extent that it will wishaction, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, or proceeding with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)own choice, and after notice from the parties agree to cooperate fully with one another in connection with the defense and/or settlement thereof. The Indemnifying Party may elect to assume and control the defense of any Claim, action or proceeding with counsel selected by the Indemnifying Party. If the Indemnifying Party to assumes such defense, the Indemnified Party of shall have the right to participate in the defense thereof and to employ counsel, at its election own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (d) If either (x) the Indemnifying Party fails to assume the defense of any Claim, or (y) the actionIndemnified Party reasonably demonstrates that the Indemnifying Party has failed to use commercially reasonable efforts to actively and diligently defend a Claim of which the Indemnifying Party has elected to assume the defense, (i) the Indemnifying Party will not be liable no longer have the right to control such defense; (ii) the Indemnified Party under this Agreement for any legal expense will control the defense of the other counsel subsequently incurred without Claim actively and diligently; and (iii) the Indemnifying Party will cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s consentexpense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably requested by the Indemnified Party. (e) Any party conducting the defense of a Claim will keep the other party advised as to the current status and progress thereof. The Indemnified Party will cooperate in the defense or not make any offer of settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for with respect to any claim or demand unless Claim if the Indemnifying Party has previously approved undertaken the settlement or it has been notified defense of such claim Claim. If the Indemnifying Party has not undertaken the defense of such claim, the Indemnified Party agrees not to make any offer of settlement with respect to such Claim without first having provided fifteen (15) days’ advance written notice thereof to the Indemnifying Party and having obtained the written approval of the Indemnifying Party which approval will not be unreasonably conditioned, delayed or demand and has failed to provide a defense in accordance with the provisions hereofwithheld. In the event that any proceeding involving the Indemnifying Party undertakes the defense of any such Claim, action, or proceeding, any settlement or compromise of any such Claim, action, or proceeding will be commenced by require the written approval of the Indemnified Party in connection with the Agreementwhich consent will not be unreasonably conditioned, delayed or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementwithheld.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 19 (the “"Indemnified Party”"), the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 19 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereof, and will shall relieve it from liability under this Agreement hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s 's consent. The Indemnified Party will shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will shall not be liable under this Agreement hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreementhereunder, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will shall be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will 19 shall survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified The Party claiming indemnity under this Section 17 Article 14 (the “Indemnified Party”), ) shall give written notice to the Indemnified Party will, if a claim in respect thereof from whom indemnity is to be made against a party against whom indemnification is being sought under this Section 17 (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”), notify and, provided that the Indemnifying Party in writing of is not contesting the commencement thereof; providedindemnity obligation, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim. Notwithstanding the foregoing, if the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim that are in conflict with the interests of its election the Indemnifying Party, then the Indemnifying Party shall not be so entitled to assume the defense of the actioncase. If the Indemnifying Party does assume the defense of any Claim, it (a) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 14, (b) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party and (c) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnifying Party has assumed the defense in accordance with this Section 14.4, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (x) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand connection therewith), and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving (y) the Indemnifying Party will be commenced by remain responsible to indemnify the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications as provided in this Section 17 will survive Article 14. Nothing in this Article 14 shall act to negate any obligation under common law of either Party to mitigate damages resulting from or arising as a consequence of any circumstances giving rise to any Claim for which such Party is being indemnified against or held harmless by the termination other Party hereunder or any claim or cause of action under which a Party intends to seek damages from the other Party pursuant to this AgreementAgreement or at law or in equity.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by third party claim is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 25.01 or Section 25.02 (as applicable, the “Indemnified Party”), notice thereof shall be given to the Indemnified Party willthat is obligated to provide indemnification (as applicable, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. If, notify after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of In the commencement of any action by a event either party seeking is entitled to be indemnified under this Section 17 indemnification (an “Indemnitee”) from the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a other party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)) pursuant to the terms of Section 18, with respect to which such Indemnitee intends to seek indemnification thereunder, the Indemnitee and Indemnifying Party shall follow the procedures set forth in this Section 18.4. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any claim with respect to which such Indemnitee may be entitled to receive payment from the Indemnifying Party for any Losses, or to which the Indemnitee believes it is entitled to indemnification hereunder, the Indemnitee shall notify the Indemnifying Party of such claim in writing. No delay or failure to so notify the Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that the Indemnifying Party has been materially harmed by such delay or failure. Within 15 days following receipt of written notice from Indemnitee relating to any claim, but no later than five days before the date on which any response to a complaint or summons is due, the Indemnifying Party shall notify Indemnitee in writing whether the Indemnifying Party elects to assume control of the commencement thereofdefense and settlement of that claim (a “Notice of Election”). If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will (i) Indemnitee shall be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with of such claim and to employ counsel at its own expense to assist in the handling of its choice (unless any conflict of interest requires the appointment of separate counsel)such claim, and after notice from (ii) the Indemnifying Party shall obtain the prior written approval of Indemnitee before entering into any settlement of such claim imposing any obligations or restrictions on Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. After the Indemnifying Party has delivered a Notice of Election relating to such Indemnified any claim, if the Indemnifying Party performs its indemnification obligations as set forth in this Agreement, then the Indemnifying Party shall not be liable to Indemnitee for any litigation costs and expenses (including legal fees and disbursements and costs of investigation) directly incurred by Indemnitee in employing its election to assume own counsel in connection with the defense of the actionthat claim. In addition, the Indemnifying Party will shall not be liable required to such Indemnified Party under this Agreement indemnify Indemnitee for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate amount paid or payable by Indemnitee in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless if (x) the Indemnifying Party has previously approved the settlement or it has been notified delivered a timely Notice of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, Election and such proceeding will be finally determined by a court of competent jurisdiction in favor amount was agreed to without the written consent of the Indemnifying Party, or (y) the Indemnified Party will be liable time period within which to deliver a Notice of Election has not yet expired. If the Indemnifying Party for any reasonable attorney’s fees and direct costs does not deliver a Notice of Election relating to any claim within the required notice period, Indemnitee shall have the right to defend the claim in such proceedingsmanner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party. The indemnifications provided Indemnifying Party shall promptly reimburse Indemnitee for all such costs and expenses. Indemnitee shall cooperate, at the Indemnifying Party’s cost and expense, in this Section 17 will survive all reasonable respects with the termination Indemnifying Party and its attorneys in the investigations, trial and defense of this Agreementindemnified claims and any appeal arising therefrom.

Indemnification Procedures. Promptly after receipt of notice of the commencement of Whenever any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)claim shall arise for indemnification hereunder, the Indemnified Party will, if a shall promptly provide written notice of such claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 the Indemnifying Party (the “Indemnifying PartyClaim Notice”); provided, notify that no delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any of its obligations under this Article VI except to the extent that such delay results in writing a loss or impairment of procedural or substantive rights with respect to the defense of the commencement thereofclaim. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, shall assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense; provided, however, that the omission to notify if both the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any and Indemnified Party otherwise than under are parties to the provisions of this AgreementAction, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless if any conflict of interest requires (including, but not limited to, crossclaims between them) arises between them or different defenses become available to them, the appointment cost of such separate counsel), and after notice from counsel (but not more than one separate law firm) for the Indemnified Party shall be borne by the Indemnifying Party. If the Indemnifying Party to such Indemnified Party of its election to does not assume the defense of any such Action within twenty (20) days after the actionClaim Notice or such earlier time as may be required to file an answer or other response in the Action so as to avoid a default or loss of any material procedural or substantive rights, the Indemnifying Indemnified Party will may, but shall not be liable to obligated to, defend against such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without Action, at the Indemnifying Party’s consent. The Indemnified Party will cooperate expense, in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by Party, on such terms as the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand may deem appropriate and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced no action taken by the Indemnified Party in connection accordance with the Agreement, or the transactions contemplated under this Agreement, such defense and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to settlement shall relieve the Indemnifying Party for of its indemnification obligations herein provided with respect to any reasonable attorney’s fees and direct costs relating to such proceedingsdamages resulting therefrom. The indemnifications provided in this Section 17 will survive Indemnifying Party shall not settle any Action without the termination of this AgreementIndemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Promptly after receipt of notice of The obligations to indemnify and defend set forth in Sections 11.4 and 11.5 shall be contingent upon the commencement of any action by a party Party seeking to be indemnified under this Section 17 indemnification (the “Indemnified PartyIndemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within fifteen (15) Business Days of receipt of same (provided, however, that an Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby), (b) allowing the Indemnified indemnifying Party willand/or its insurers the right to assume direction and control of the defense of any such Claim, if a claim (c) using diligent efforts to cooperate with the indemnifying Party and/or its insurers in respect thereof is the defense of such Claim at the indemnifying Party’s expense, and (d) agreeing not to be made against a party against whom indemnification is sought under settle or compromise any Claim without prior written authorization of the indemnifying Party. Indemnitee shall have the right to participate in the defense of any such Claim referred to in this Section 17 (the “Indemnifying Party”)11.6 utilizing attorneys of its choice, notify the Indemnifying Party in writing of the commencement thereofat its own expense; provided, however, that the omission indemnifying Party shall have full authority and control to notify handle any such Claim. The indemnifying Party shall have the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have right to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights settle or defenses with respect to such action. In compromise any action or proceedingotherwise seek to terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto); provided, following provision that such settlement, compromise or termination includes an unconditional release of proper notice and no admission of liability by the Indemnified each indemnified Party of the existence from all liability in respect of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consentClaim. The Indemnified Party will cooperate in the defense or settlement of claims so assumedCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking Any person obligated to be indemnified provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 17 (8.4) will not be liable under the “Indemnified Party”), the Indemnified Party will, if a indemnification provisions of this Article VIII with respect to any claim in respect thereof is to be made against a party against whom entitled to indemnification is sought under this Article VIII ("Indemnified Party" for the purpose of this Section 17 (the “Indemnifying Party”), notify 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the commencement thereof; providednature of the claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), however, that the omission but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to any the Indemnified Party against whom such action is brought otherwise than under on account of the provisions indemnification provision of this AgreementArticle VIII, and will relieve it from liability under this Agreement only except to the extent that such omission the failure to notify results in the forfeiture by failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of rights or defenses with respect failure to give such actionnotice. In case any such action or proceeding, following provision of proper notice by is brought against the Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled to participate participate, at its own expense, in any such action and, to the extent that it will wish, participate jointly with any other defense thereof. The Indemnifying Party similarly notified, also will be entitled to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires satisfactory to the appointment of separate counsel), and after party named in the action. After notice from the Indemnifying Party to such the Indemnified Party of its the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of the actionany additional counsel retained by it, and the Indemnifying Party will not be liable to such Indemnified Party party under this Agreement for any legal expense of the or other counsel expenses subsequently incurred without by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party’s consent. The Party and the Indemnified Party will cooperate in have mutually agreed to the defense retention of such counsel; or settlement (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of claims so assumedboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable under this Agreement for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the settlement by plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party for from and against any claim loss or demand unless the Indemnifying Party has previously approved the liability by reason of such settlement or it has been notified judgment. A successor by law of such claim or demand and has failed the parties to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party this Agreement will be commenced by entitled to the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor benefits of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedingsindemnification contained in this Article VIII. The indemnifications provided indemnification provisions contained in this Section 17 Article VIII will survive the any termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party (a) A Party seeking to be indemnified indemnification under this Section 17 Article V for a third-party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify will not impact the Indemnified Party’s right to indemnification hereunder except to the extent that such failure to notify actually and materially prejudices, or prevents the Indemnifying Party’s ability to defend such claim, demand, action or proceeding. At the Indemnified Party’s request, the Indemnifying Party shall assume the defense thereof using counsel reasonably acceptable to the Indemnified Party, provided that the Indemnified Party may, at the cost and expense of the Indemnifying Party, at any time prior to the delivery by the Indemnifying Party of the notice referred to in this Section 5.5, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary, appropriate or desirable to protect its interests. The Indemnifying Party shall not settle any claim, demand, action or proceeding without the prior written consent of the Indemnified Party, in its sole discretion. The Indemnified Party shall have the right but not the obligation (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being defended by the Indemnifying Party and (ii) to assume the defense of any claim, demand, action or proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the Parties will cooperate with each other and provide each other with access to relevant books and records in their possession. (b) Upon discovery of a claim for which an Indemnifying Party has an indemnification obligation under Section 5.1 or Section 5.2 which does not relieve involve a claim by a third party against the Indemnified Party, the Indemnified Party shall give prompt notice to the Indemnifying Party of such claim and, in any case, shall give the Indemnifying Party such notice within thirty (30) days of such discovery. A failure by the Indemnified Party to timely give the foregoing notice to the Indemnifying Party shall not excuse the Indemnifying Party from any indemnification liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to is materially and adversely prejudiced by such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementfailure.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that indemnification may be sought under this Article IX (an “Indemnification Claim”) in connection with (i) any action action, suit or proceeding that may be instituted or (ii) any claim that may be asserted by any Person not a party to this Agreement, the party seeking to be indemnified under this Section 17 indemnification hereunder (the “Indemnified Party”), ) shall promptly cause written notice of the Indemnified Party will, if a claim in respect thereof is assertion of such Indemnification Claim to be made against a delivered to the party against from whom indemnification hereunder is sought under this Section 17 (the “Indemnifying Party”), notify ) prior to the Indemnifying Party in writing expiration of the commencement thereofapplicable survival period set forth in Section 9.1; provided, however, that no delay on the omission to notify part of the Indemnifying Indemnified Party will not in giving any such notice shall relieve the Indemnifying Party from of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, indemnification obligation hereunder unless (and will relieve it from liability under this Agreement only then solely to the extent that such omission results in the forfeiture by that) the Indemnifying Party is prejudiced by such delay, as long as such notice is given in no event later than the expiration of rights the applicable survival period set forth in Section 9.1. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or defenses otherwise deal with respect any Indemnification Claim and, if the Indemnifying Party elects to such action. In defend against, negotiate, settle or otherwise deal with any action Indemnification Claim, it shall within thirty (30) days (or proceedingsooner, following provision if the nature of proper notice by the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of the existence of such action, its intent to do so. If the Indemnifying Party will within the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such action defense with separate counsel at the expense of the Indemnifying Party if (x) so requested by the Indemnifying Party to participate or (y) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any single Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim arising out of a third party claim. Notwithstanding anything in this Section 9.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 9.5, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer or (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall be subrogated, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedof such payment, to assume the defense thereof, with counsel all rights and remedies of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for to any claim insurance benefits or demand unless other claims of the Indemnifying Indemnified Party has previously approved the settlement or it has been notified of with respect to such claim or demand and has failed to provide a defense in accordance with the provisions hereof. Indemnification Claim. (b) In the event that an Indemnified Party has any proceeding involving the claim against an Indemnifying Party will be commenced hereunder, but which such claim does not involve an action, suit, proceeding or claim by the Indemnified Party in connection with the Agreement, or the transactions contemplated under a third party not party to this Agreement, and which such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable determines to assert, then such Indemnified Party shall assert such Indemnification Claim by sending written notice to the Indemnifying Party for any describing in reasonable attorneydetail the nature of such claim and the Indemnified Party’s fees and direct costs relating estimate of the amount of Losses attributable to such proceedings. The indemnifications provided in this Section 17 will survive claim. (c) After any final and non-appealable decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction, or a settlement or arbitration shall have been consummated or the termination of this AgreementIndemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to any Indemnification Claim hereunder (any such event a “Final Determination”), then the Indemnifying Party shall pay any amount so determined to such Indemnified Party.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a Any party seeking to be indemnified indemnification under this Section 17 Article VI for a third party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve adversely impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only indemnification hereunder except to the extent that such omission results in failure to notify actually prejudices, or prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of rights any claim, demand, action or defenses with respect proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to such actiondefend the same. In connection with any such claim, demand, action or proceedingproceeding the parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, following provision demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of proper notice by the Indemnified Party of and its Subsidiaries and their respective directors, officers and employees) and the existence of Indemnifying Party proposes to accept such actionsettlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)excused from, and after notice from the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (ii) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party of its election to assume on such claim, demand, action or proceeding is greater than the defense amount of the actionproposed settlement, and (iii) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement pay all attorneys’ fees and legal costs and expenses incurred after rejection of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the such settlement by the Indemnified Party for any claim or demand unless Party; provided, however, that if the Indemnifying Party has previously approved amount thereafter recovered by the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by third party from the Indemnified Party in connection with is less than the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor amount of the Indemnifying Partyproposed settlement, the Indemnified Party will be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s such attorneys’ fees and direct legal costs relating and expenses up to such proceedings. The indemnifications provided in this Section 17 will survive a maximum amount equal to the termination difference between the amount recovered by the third party and the amount of this Agreementthe proposed settlement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the An Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the an Indemnifying Party of rights any claim, demand, action or defenses with respect to proceeding for which indemnification will be sought under Section 6.1 above and, if such action. In any claim, demand, action or proceeding is a third-party claim, demand, action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to have the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, right at its expense to assume the defense thereofthereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to participate, at its own expense, with counsel of its choice (unless respect to any conflict of interest requires the appointment of separate counsel)such third-party claim, and after notice from the Indemnifying Party to demand, action or proceeding. In connection with any such Indemnified Party of its election to assume the defense of the actionthird-party claim, demand, action or proceeding, the Indemnifying Party will not and Indemnified Party shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third-party claim, demand, action or proceeding shall be liable settled without the prior written consent of the Indemnified Party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the Indemnifying Party proposes to accept such settlement and Indemnified Party refuses to consent to such settlement, then: (a) the Indemnifying Party shall be excused from, and the Indemnified Party under this Agreement for any legal expense shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (b) the maximum liability of the other counsel subsequently incurred Indemnifying Party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. Whether or not an Indemnifying Party shall have assumed the defense of any such third-party claim, action, demand or proceeding, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any such claim, demand, action or proceeding without the Indemnifying Party’s prior written consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will , which shall not be liable unreasonably withheld. If B▇▇▇▇ is entitled to indemnification as provided herein, Buyer shall be entitled to deduct and offset any Losses incurred by Buyer against any payments owing to Seller pursuant to Section 2.2 above. Seller’s maximum liability under this Agreement for shall in no event exceed the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this AgreementPurchase Price, and such proceeding will B▇▇▇▇’s sole remedy would be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to receive back Shares equal to the Indemnifying Party for any reasonable attorneyvalue of Seller’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementindemnification obligation.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by Claim is alleged or asserted against a party seeking entitled to be indemnified indemnification under this Section 17 Agreement (the “Indemnified Party”), notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof is to be made against a other party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. If the Parties determine that a third party may be responsible for such Claim, notify such as a Vendor or insurance company, the Parties will work in good faith to seek indemnification from such third Party; provided the same will not relieve the Indemnifying Party from obligations under this Agreement to the extent such third party does not assume indemnification obligations for the Claim. If a third party does not assume the indemnification obligations, and the Indemnifying Party acknowledges that the terms of this Agreement apply with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall reasonably cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify Indemnified Party may, at its own cost and expense (except as otherwise would be the responsibility of the Indemnifying Party will not relieve hereunder), participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. If the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under does not assume control over the provisions defense of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect a claim subject to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actiondefense as provided in this Section 12.3, the Indemnifying Party will be entitled to may participate in any such action anddefense, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of at its choice (unless any conflict of interest requires the appointment of separate counsel)sole cost and expense, and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any shall have the right to defend the claim or demand unless in such manner as it may deem appropriate, at the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand cost and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly (i) Within ten (10) days after receipt by an Indemnified Party of notice of any claim or the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of under this Agreement, deliver a claim notice to the commencement thereofIndemnifying Party; provided, however, that the omission to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which it that the Indemnifying Party may have to any the Indemnified Party otherwise than under unless such delay has materially prejudiced the provisions of this Agreement, and will relieve it from liability under this Agreement only to Indemnifying Party. In the extent event that such omission results in claim is made or action brought against the forfeiture by Indemnified Party and the Indemnified Party notifies the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall give prompt notice to the Indemnified Party of its choice whether it intends to participate and/or assume the Indemnified Party’s defense. (unless ii) The Indemnified Party may also employ separate counsel in any conflict action or claim and to participate in the defense thereof but the fees and expenses of interest requires such counsel shall be at the appointment expense of separate counsel), and after notice from such Indemnified Party unless: (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (ii) the named parties to such action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of its election both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; or (iii) the Indemnifying Party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party. If such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party in accordance with the preceding sentence, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all Indemnified Parties. (iii) Upon the payment in full of any claim hereunder, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person with respect to the subject matter of such claim. In the event of a dispute, the parties shall proceed in good faith to negotiate a resolution of such dispute. (iv) The Indemnifying Party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the Indemnifying Party will not be liable agrees to such indemnify and hold harmless any Indemnified Party under this Agreement for from and against any legal expense loss or liability by reason of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense such settlement or settlement of claims so assumedjudgment. The Indemnifying Party will not be liable under this Agreement for the settlement by shall not, without prior written consent of the Indemnified Party, effect any settlement of any pending or threatened action in respect of which such Indemnified Party for any claim is or demand could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless the Indemnifying Party has previously approved the such settlement or it has been notified includes an unconditional release of such claim or demand and has failed to provide a defense in accordance with Indemnified Party from all liability on any claims that are the provisions hereof. subject matter of such action. (v) In the event that any proceeding involving the Indemnifying Party will be commenced by reimburses the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, respect to any third party claim and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable subsequently receives reimbursement from another person with respect to that third party claim, then the Indemnified Party shall remit such reimbursement from such other person to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination within fifteen (15) business days of this Agreementreceipt thereof.

Indemnification Procedures. Promptly after receipt of notice of the commencement of (a) With respect to all Actions as to which any action by a party seeking Person is entitled to be indemnified under pursuant to this Agreement (each, an “Indemnitee”) pursuant to Section 17 (2.02, to the “Indemnified Party”)extent applicable, the Indemnified Party will, if a claim in respect thereof is to be made against a indemnifying party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)) will use its reasonable best efforts at its own cost to have itself substituted in the place of such Indemnitee and to have such Indemnitee removed as a party to such Actions as promptly as is reasonably practicable. Notwithstanding the foregoing, notify pending such substitution, and in cases where such substitution cannot be effected, such Indemnifying Party, after the Closing Date, will have the right to assume and direct the defense, prosecution or settlement of the Actions involved in accordance with the provisions of paragraph (c) hereof. (b) Upon receipt by any Indemnitee of any demand for payment to a third party with respect to any Loss (i) which is not related to an Action and (ii) for which such Indemnitee is entitled to be indemnified pursuant to the provisions of Section 2.02 hereof, such Indemnitee shall promptly forward such demand to such Indemnifying Party with a request that such Indemnifying Party make such payment directly as provided in such demand and, if such Indemnifying Party fails to object within 30 days of receipt of such notice, such Indemnifying Party shall be deemed to have accepted liability for such demand. If such Indemnifying Party does so respond within 30 days and rejects such claim, in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party under this Agreement and applicable law. Such Indemnifying Party shall pay directly any amounts payable hereunder with respect thereto, provided, however, that if it is impracticable or impermissible for such Indemnifying Party to make such payment, such Indemnitee may proceed to make such payment directly and such Indemnifying Party promptly will reimburse such Indemnitee for such amount. (c) Any party seeking indemnification under this Section shall give prompt written notice to the Indemnifying Party in writing of the commencement thereofof any Action for which indemnification may be sought; provided, however, that the omission failure of any party to notify the Indemnifying Party will give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementits obligations hereunder, and will relieve it from liability under this Agreement only except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect is actually materially prejudiced by such failure to such actiongive notice. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the The Indemnifying Party will shall be entitled to assume the defense of any such Action; provided, however, that any such Indemnitee shall be entitled to participate in any such action andAction with counsel of its own choice but at its own expense, and provided, further, however, that such Indemnitee shall have the right to the extent that it will wishemploy separate counsel to represent such Indemnitee if, participate jointly with any other in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party similarly notified, exists with respect to such Action (the costs of such counsel to be borne by the Indemnifying Party). If such Indemnifying Party fails to assume the defense thereofwithin a reasonable time, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after Indemnitee may assume such defense upon notice from to the Indemnifying Party to such Indemnified Party and the reasonable fees and expenses of its election to assume attorneys will be covered by the defense indemnification provisions of Section 2.02. Any such Action may be compromised or settled in any manner by an Indemnifying Party without the consent of the actionIndemnitee, provided, however, that no such Action shall be compromised or settled in any manner which might adversely affect the interests of the Indemnitee without the prior written consent of such Indemnitee (which shall not be unreasonably withheld). Notwithstanding anything in this paragraph (c) to the contrary and without limiting the generality of the foregoing, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense shall not, without the prior written consent of the other counsel subsequently incurred without Indemnitee, (i) settle or compromise any Action or consent to the Indemnifying Party’s consent. The Indemnified Party will cooperate in entry of any judgment which does not include as an unconditional term thereof the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement delivery by the Indemnified Party for claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Action or (ii) settle or compromise any claim Action in any manner that may materially and adversely affect the Indemnitee other than as a result of money damages or demand unless other money payments that are fully indemnified hereunder. No Action which has been assumed by the Indemnifying Party has previously approved the settlement or it has been notified within a reasonable period of such claim or demand and has failed to provide a defense time in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will terms of this Agreement shall be commenced settled by the Indemnified Party in connection with Indemnitee without the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party. (d) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to Section 2.02 shall be net of the Net Proceeds of any insurance policy paid to the Indemnitee with respect to the applicable Loss, it being understood and agreed that, each of LBHI, LBHI SPV, LAMCO Holdings, LAMCO International and LAMCO will use its reasonable best efforts to collect on insurance coverage of insurance carriers as to which it is the Indemnified Party will be liable insured party, without regard to whether it is the Indemnitee or the Indemnifying Party hereunder. For purposes of this Section 2.03, “Net Proceeds” shall mean the insurance proceeds actually received, less any actual, additional or increased premium for any reasonable attorney’s 24 months, deductibles, co-payments, other payment obligations (including attorneys’ fees and direct other costs relating of collection) or the present value of any future cost which is quantifiable with reasonable certainty, that relates to or arises from the making of such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementinsurance claim.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party Any Party seeking to be indemnified indemnification under this Section 17 Article V for a third party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve adversely impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, indemnification hereunder except and will relieve it from liability under this Agreement only solely to the extent that such omission results in failure to notify actually prejudices, or prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of rights any claim, demand, action or defenses with respect proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to such actiondiligently defend the same. In connection with any such claim, demand, action or proceedingproceeding the Parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, following provision demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of proper notice by the Indemnified Party of and its Subsidiaries and their respective directors, officers and employees) and the existence of Indemnifying Party proposes to accept such actionsettlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)excused from, and after notice from the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (B) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party of its election to assume on such claim, demand, action or proceeding is greater than the defense amount of the actionproposed settlement, and (C) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement pay all attorneys’ fees and legal costs and expenses incurred after rejection of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the such settlement by the Indemnified Party for any claim or demand unless Party; provided, however, that if the Indemnifying Party has previously approved amount thereafter recovered by the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by third party from the Indemnified Party in connection with is less than the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor amount of the Indemnifying Partyproposed settlement, the Indemnified Party will be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s such attorneys’ fees and direct legal costs relating and expenses up to such proceedings. The indemnifications provided in this Section 17 will survive a maximum amount equal to the termination difference between the amount recovered by the third party and the amount of this Agreementthe proposed settlement.

Indemnification Procedures. i. Promptly after receipt by any Indemnified Party under this Section 9 of notice of the commencement or threatened commencement of any action action, proceeding or other claim by a third party seeking to be indemnified under this Section 17 (involving a claim in respect of which the “Indemnified Party”)Party will seek indemnification, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall notify the Indemnifying Party of such claim in writing and provide to the Indemnifying Party all reasonably available information requested. Subject to the provisions of Section 9(c)(iv), no failure to so notify an Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that it can demonstrate damages attributable to such failure. Within thirty (30) days following receipt of notice and such reasonably available information from the Indemnified Party relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due (the applicable period referred to herein as the "Notice Period"), the Indemnifying Party shall notify the Indemnified Party in writing if the Indemnifying Party assumes full responsibility to indemnify, defend and hold harmless the Indemnified Party and elects to assume control of the commencement thereofdefense and settlement of that claim (a "Notice of Election"). During the Notice Period, the Indemnified Party shall use commercially reasonable efforts to extend the date on which a response to the claim is due until the Indemnifying Party has provided its Notice of Election. The Indemnifying Party shall be responsible for all costs and expenses related to such claim (including reasonable legal fees and disbursements and reasonable out-of-pocket costs of investigation and litigation) incurred by the Indemnified Party ("Costs and Expenses") during the Notice Period if the Indemnifying Party is obligated to indemnify the Indemnified Party. ii. If the Indemnifying Party delivers a Notice of Election relating to any claim within the required Notice Period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by (i) the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with of such claim and to employ counsel at its own expense to assist in the handling of its choice (unless any conflict of interest requires the appointment of separate counsel)such claim, and after notice from (ii) the Indemnifying Party to such shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim. The Indemnified Party shall not unreasonably withhold its election consent to assume any such settlement, provided that it shall be deemed reasonable to withhold consent if the defense settlement would cause harm to the reputation of the actionIndemnified Party. After the Indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. In addition, the Indemnifying Party shall not be required to indemnify the Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying Party. iii. If the Indemnifying Party does not deliver a Notice of Election relating to any claim within the Notice Period, or otherwise fails to acknowledge its indemnification obligations, the transactions contemplated under this AgreementIndemnified Party shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. The Indemnifying Party shall promptly reimburse the Indemnified Party for all Costs and Expenses related to such proceeding will be finally determined by a court claim. If no Notice of competent jurisdiction in favor Election is delivered, the Indemnified Party may settle any such claim without the consent of the Indemnifying Party, except that the Indemnified Party will be liable must use reasonable commercial efforts to reduce the amount of any such settlement. If it is determined that the Indemnifying Party failed to defend a claim for which it was liable, the Indemnifying Party shall not be entitled to challenge the amount of any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive settlement or compromise paid by the termination of this AgreementIndemnified Party.

Indemnification Procedures. Promptly after receipt by a Baxter Indemnitee or an AAC Indemnitee (together or individually, an “Indemnitee”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 pending or threatened claim against it (the an “Indemnified PartyAction”), such Indemnitee shall give written notice to the Indemnified Party will, if a claim in respect thereof to whom the Indemnitee is entitled to be made against a party against whom look for indemnification is sought under pursuant to this Section 17 Article 11 (the “Indemnifying Party”), ) of the commencement thereof. The failure to so notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will shall not relieve the Indemnifying Party from it of any liability which that it may have to any Indemnified Party otherwise than under the provisions of this AgreementIndemnitee hereunder, and will relieve it from liability under this Agreement only except to the extent the Indemnifying Party demonstrates that such omission results in the forfeiture by it is prejudiced thereby. In case any Action that is subject to indemnification under Section 11.2 or Section 11.3 shall be brought against an Indemnitee and it shall give written notice to the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that if it will wish, participate jointly with any other Indemnifying Party similarly notifiedso desires, to assume the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)reasonably satisfactory to such Indemnitee and, and after notice from the Indemnifying Party to such Indemnified Party the Indemnitee of its election to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party Indemnitee under this Agreement Article 11 for any legal expense fees of the other counsel or any other expenses, in each case subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party Indemnitee in connection with the Agreementdefense thereof. Notwithstanding an Indemnifying Party’s election to assume the defense of any such Action that is subject to indemnification under Section 11.2 or Section 11.3, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of such Action at its own expense. If an Indemnifying Party assumes the defense of such Action, no compromise or settlement thereof may be effected by the transactions contemplated under this AgreementIndemnifying Party without the Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed, unless (a) there is no finding or admission of any violation of law or any violation of the rights of any Third Party and such proceeding will no effect on any other claims that may be finally determined made against the Indemnitee and (b) the sole relief provided is monetary damages that are paid in full by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. hereof In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a Any party seeking to be indemnified indemnification under this Section 17 Article VI for a third party claim (the “Indemnified Party”), ) must notify the Indemnified Party will, if a claim in respect thereof is to be made against a party against from whom indemnification such indemnity is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the commencement thereofany claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the omission failure to so notify the Indemnifying Party will not relieve adversely impact the Indemnifying Party from any liability which it may have Indemnified Party’s right to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only indemnification hereunder except to the extent that such omission results in failure to notify actually prejudices, or 15 prevents the forfeiture Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of rights any claim, demand, action or defenses with respect proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to such actiondefend the same. In connection with any such claim, demand, action or proceedingproceeding the parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, following provision demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of proper notice by the Indemnified Party of and its Subsidiaries and their respective directors, officers and employees) and the existence of Indemnifying Party proposes to accept such actionsettlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)excused from, and after notice from the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (ii) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party of its election to assume on such claim, demand, action or proceeding is greater than the defense amount of the actionproposed settlement, and (iii) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement pay all attorneys’ fees and legal costs and expenses incurred after rejection of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the such settlement by the Indemnified Party for any claim or demand unless Party; provided, however, that if the Indemnifying Party has previously approved amount thereafter recovered by the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by third party from the Indemnified Party in connection with is less than the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor amount of the Indemnifying Partyproposed settlement, the Indemnified Party will be liable to reimbursed by the Indemnifying Party for any reasonable attorney’s such attorneys’ fees and direct legal costs relating and expenses up to such proceedings. The indemnifications provided in this Section 17 will survive a maximum amount equal to the termination difference between the amount recovered by the third party and the amount of this Agreementthe proposed settlement.

Indemnification Procedures. Promptly (a) The Indemnified Party agrees that within a reasonable period of time after receipt it becomes aware of facts giving rise to a claim for indemnification under this Article II, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided that the commencement failure of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will give such notice shall not relieve the Indemnifying Party from any liability which it may have of its obligations or liabilities pursuant to any Indemnified Party otherwise than under the provisions of this Agreement, except (and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, only) to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will shall be finally determined by a court of competent jurisdiction in favor of (which determination is not subject to appeal or further review) that such failure shall have adversely prejudiced the Indemnifying Party, . (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party will that are covered by the indemnification under this Article II, including the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be liable entered into without the consent of the Indemnified Party unless it includes a full unconditional release of the Indemnified Party from all liability with respect to such claim and does not contain any admission of wrongdoing or illegal conduct; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld; and, provided, further, that an Indemnified Party shall have the right to employ separate counsel in any such claim and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party shall have failed promptly to assume the defense of such claim; or (ii) the named parties to any such claim (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article II, including the prompt furnishing to the Indemnifying Party for of any reasonable attorney’s fees correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and direct costs relating counterclaims (provided, that the Indemnified Party has an opportunity to review the use of its name and does not reasonably object to such proceedingsuse), the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.3. The indemnifications provided obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Section 17 will survive Article II; provided, however, that the termination Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that any action claim or demand for which the Indemnifying Party would be liable to an Indemnified Party under this Article 8 is asserted against or sought to be collected from an Indemnified Party by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)third party, the Indemnified Party willshall give notice of such claim or demand promptly to the Indemnifying Party, if a which notice(s) shall specify the nature of such claim or demand in respect reasonable detail and the amount or the estimated amount thereof is to be made against a party against whom indemnification is sought under this Section 17 the extent then feasible (the “Indemnifying PartyClaim Notice”)) and shall attach to such Claim Notice copies of any applicable summonses, notify complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) Upon receipt of a Claim Notice, the Indemnifying Party in writing shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of the commencement thereofsuch claim; provided, however, provided that the omission Indemnified Party shall not be required to notify share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party will (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to the entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability which it may have in respect of such claim, demand or action under this Article 8, except to the extent of any Indemnified prejudice or damages to the Indemnifying Party otherwise than under as a result thereof. (e) For purposes of clarity but not by way of limitation, the provisions of this Agreement, and will relieve it from liability under this Agreement only Section 8.4 shall not apply to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party procedure for any proceeding seeking payment of the existence of such actionPurchase Price, including the Indemnifying Party will be entitled Seller’s power to participate in any such action and, confess judgment against the T-Mobile Parties pursuant to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counselSection 2.1(b)(iii)(C), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that any action claim or demand for which the Indemnifying Party would be liable to an Indemnified Party under this Article 8 is asserted against or sought to be collected from an Indemnified Party by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)third party, the Indemnified Party willshall give notice of such claim or demand promptly to the Indemnifying Party, if a which notice(s) shall specify the nature of such claim or demand in respect reasonable detail and the amount or the estimated amount thereof is to be made against a party against whom indemnification is sought under this Section 17 the extent then feasible (the “Indemnifying PartyClaim Notice”)) and shall attach to such Claim Notice copies of any applicable summonses, notify complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) Upon receipt of a Claim Notice, the Indemnifying Party in writing shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of the commencement thereofsuch claim; provided, however, provided that the omission Indemnified Party shall not be required to notify share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party will (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to the entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability which it may have in respect of such claim, demand or action under this Article 8, except to the extent of any Indemnified prejudice or damages to the Indemnifying Party otherwise than under as a result thereof. (e) For purposes of clarity but not by way of limitation, the provisions of this Agreement, and will relieve it from liability under this Agreement only Section 8.4 shall not apply to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party procedure for any proceeding seeking payment of the existence of such actionPurchase Price, including the Indemnifying Party will be entitled Seller’s power to participate in any such action and, confess judgment against the T-Mobile Parties pursuant to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counselSection 2.1(b)(ii)(C), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified The Party claiming indemnity under this Section 17 Article 14 (the “Indemnified Party”), ) will give written notice to the Indemnified Party will, if a claim in respect thereof from whom indemnity is to be made against a party against whom indemnification is being sought under this Section 17 (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnifying Party’s obligation to defend, notify indemnify, and hold harmless pursuant to Section 14.1, Section 14.2 or Section 14.3, as applicable, will be reduced to the extent the Indemnified Party’s delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party in writing may assume the defense of any Claim for which indemnity is being sought by giving written notice to the Indemnified Party within [***] days after receipt of the commencement thereofnotice of the Claim. The assumption of defense of the Claim will not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, that the omission to notify the Indemnifying Party will not relieve has the Indemnifying Party from any liability which it may have right to any Indemnified Party otherwise than under assume and conduct the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party defense of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, Claim with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumedchoice. The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be liable under this Agreement for unreasonably withheld, conditioned or delayed, unless the settlement by involves only the payment of money. The Indemnified Party for will not settle any claim or demand unless such Claim without the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party will be liable may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party for in connection therewith), and (b) the Indemnified Party reserves any reasonable attorney’s fees and direct costs relating right it may have under this Article 14 to such proceedings. The indemnifications provided in this Section 17 will survive obtain indemnification from the termination of this AgreementIndemnified Party.

Indemnification Procedures. Promptly after receipt A Party which or whose officers, directors or employees intend to claim indemnification under Section 13.1 or 13.2 of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 Agreement (the “Indemnified PartyIndemnitee”), ) will promptly notify the Indemnified other Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying PartyIndemnitor”), notify the Indemnifying Party ) in writing of any claim, lawsuit or other action in respect of which the commencement thereofIndemnitee or any of its directors, officers or employees intend to claim such indemnification as soon as reasonably practicable after the assertion of such claim; provided, however, that the omission failure to notify the Indemnifying Party provide written notice of such claim as soon as reasonably practicable will not relieve the Indemnifying Party from Indemnitor of any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementits obligations hereunder, and will relieve it from liability under this Agreement only except to the extent that the Indemnitor is prejudiced by such omission results failure to provide prompt notice. For purposes of clarification, an officer, director or employee of a Party will not have the right to claim indemnification directly from the other Party under this Section 13 and shall instead make any such claim solely through the Party employing such officer, director or employee; provided, however, that the foregoing shall not be construed to limit any right to indemnification that any officer, director or employee of a Party may have other than under this Agreement (e.g., under applicable laws or regulations). The Indemnitor will have the right to assume the complete control of the defense, compromise or settlement of any such claim with the prior written consent of such Indemnitee, which such consent will not be unreasonably withheld or restricted or withdrawn or restricted at a later stage; provided, however, that Indemnitee will have the right to withhold consent to any compromise or settlement in its sole discretion if such compromise or settlement includes any admission of wrongdoing on the forfeiture part of an Indemnitee, or limits the scope of any claims in or enforceability of any Patents owned by or licensed to the Indemnitee. Subject to the aforesaid, the Indemnitor may at its own expense, employ legal counsel to defend the claim at issue and at any time after Indemnitor has assumed defense of a claim, the Indemnitor may exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such claim; provided, however, the Indemnitee: (a) may, in its sole discretion and at its own expense, employ legal counsel to represent it (in addition to the legal counsel employed by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate Indemnitor) in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel)matter, and after notice from the Indemnifying Party to in such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any event legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement counsels selected by the Indemnified Party for any claim or demand unless Indemnitee and the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party Indemnitor will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable required to the Indemnifying Party confer *** Portion for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementwhich confidential treatment requested.

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

Indemnification Procedures. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought the Indemnifying Party under this Section 17 (the “Indemnifying Party”)Article VII, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, Article VII. In case any such action shall be brought against any Indemnified Party and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of its choice (unless any conflict of interest requires the appointment of separate counselIndemnified Party, be counsel to the Indemnifying Party), and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Article VII for any legal expenses of counsel to the Indemnified Party or any other expenses of the Indemnified Party, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within thirty (30) days that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4 but fails diligently to prosecute the proceedings related to such claim as herein provided then the Indemnified Party shall have the right to defend, at the sole cost and expense of the other counsel subsequently incurred Indemnified Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the Indemnifying Party’s consent. The written consent of the Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party (which consent will not be liable unreasonably withheld, delayed or conditioned), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Agreement for the settlement by Article VII (whether or not the Indemnified Party for is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (b) In the event any Indemnified Party should have a claim or demand unless against any Indemnifying Party hereunder that does not involve a third-party claim, the Indemnified Party shall transmit to the Indemnifying Party has previously approved a written notice (the settlement or it has been notified “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim or demand claim) and has failed to provide a defense in accordance with the provisions hereofbasis of the Indemnified Party’s request for indemnification under this Agreement. In the event that any proceeding involving If the Indemnifying Party will be commenced does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will Indemnity Notice shall be finally determined by deemed a court of competent jurisdiction in favor liability of the Indemnifying PartyParty hereunder. If the Indemnifying Party provides notice within such time period that it disputes the claim, the Indemnified Party will be liable to shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. (c) In determining the amount of any Damages for which the Indemnified Party is entitled to indemnification under this Article VII, the gross amount of the indemnification will be reduced by (i) any reasonable attorney’s fees insurance proceeds actually received by the Indemnified Party and direct costs relating to such proceedings. (ii) all amounts actually recovered by the Indemnified Party under contractual indemnities from third Persons. (d) The indemnifications date on which notification of a claim for indemnification is received as provided in this Section 17 will survive 9.1 by the termination of this AgreementIndemnifying Party shall determine whether such claim is timely made.

Indemnification Procedures. Promptly (a) In the case of claims or demands made by a third party with respect to which indemnification is sought, the Party seeking indemnification shall give prompt written notice, and in any event within 10 days, to the other Party of any such claims or demands made upon it, provided that in the event of a failure to give such notice, such failure shall not preclude the Party seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the claim or demand or increased the amount of liability or cost of defence and provided that, notwithstanding anything else herein contained, no claim for indemnity in respect of the breach of any representation or warranty or covenant contained herein may be made unless notice of such claim has been given. (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in subsection (a) to assume the control of the commencement defence, compromise or settlement of the claim or demand, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that claim or demand. (c) Upon the assumption of control of any action claim or demand by a party seeking the Indemnifying Party as set out in subsection (b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the claim or demand at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to be indemnified the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under this Section 17 (the “Indemnified Party”'s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defence of any claim or demand at its own expense. (d) The final determination of any claim or demand pursuant to this Section, including all related costs and expenses, will be binding and conclusive upon the parties as to the validity or invalidity, as the case may be, of such claim or demand against the Indemnifying Party. (e) Should the Indemnifying Party fail to give notice to the Indemnified Party as provided in subsection (b), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate make such settlement of the claim or demand as in any its sole discretion may appear advisable, and such action and, to the extent that it will wish, participate jointly with settlement or any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense final determination of the action, the Indemnifying Party will not claim or demand shall be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without binding upon the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that any action claim or demand for which the Indemnifying Party would be liable to an Indemnified Party under this ARTICLE 8 is asserted against or sought to be collected from an Indemnified Party by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)third party, the Indemnified Party willshall give notice of such claim or demand promptly to the Indemnifying Party, if a which notice(s) shall specify the nature of such claim or demand in respect reasonable detail and the amount or the estimated amount thereof is to be made against a party against whom indemnification is sought under this Section 17 the extent then feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. The Indemnifying PartyParty shall have 20 Business Days from the receipt of the Claim Notice in accordance with Section 9.5 (the “Notice Period”), ) to notify the Indemnified Party whether or not the Indemnifying Party in writing of desires, at its sole cost and expense, to defend the commencement thereofIndemnified Party against such claim or demand. (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided, however, that the omission Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to notify the entry of any judgment against the Indemnified Party or enter into any settlement or compromise that (i) does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party will and its agents and representatives all records, documents, information, data and other materials which may be reasonably required in the defense of such third party claim, and shall otherwise cooperate with and assist the Indemnifying Party in its defense of the claim. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. In no event shall the Indemnifying Party be liable for the expenses of more than one separate law firm (excluding local counsel) for all Indemnified Parties with respect to any claim or demand or series of related claims or demands hereunder. (c) Any claim or demand for which an Indemnified Party seeks indemnification under this ARTICLE 8 may be settled by the Indemnified Party only with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The amount of any settlement so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder if it is determined that the Indemnifying Party has liability for such claim or demand. (d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (e) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this ARTICLE 8 shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions in respect of this Agreementsuch claim, and will relieve it from liability demand or action under this Agreement only ARTICLE 8, except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights any prejudice or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable damages to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas a result thereof.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification under this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”)subject matter of the foregoing indemnity provisions, the Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under this Section 17 7 (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that of the omission action. The failure to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only except to the extent that such omission results the delay in giving, or failing to give, notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case an action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled has the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense of the action, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party will have the right to such select counsel to participate in the defense of the action on behalf of the Indemnified Party at the expense of the Indemnifying Party; provided that if there is more than one Indemnified Party, the Indemnifying Party will be responsible for the expense of only one special counsel selected jointly by the Indemnified Parties. After notice from an Indemnifying Party to any Indemnified Party of its the Indemnifying Party’s election to assume the defense of the action, the Indemnifying Party will not be liable to such the Indemnified Party under this Agreement Section 7 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of the action other than reasonable costs of investigation, unless (i) the Indemnified Party employed separate counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party does not employ counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of an Indemnified Party receives notice of a claim or the commencement of any an action by a party seeking for which the Indemnified Party intends to be indemnified seek indemnification under this Section 17 (the “Indemnified Party”)9.1, the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), will notify the Indemnifying Party in writing of the claim or commencement thereofof the action, suit or proceeding; provided, however, that the omission failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only Section 9.1, except to the extent that such omission results in the forfeiture it has been materially prejudiced by the Indemnifying Party of rights or defenses with respect failure to such actiongive notice. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the The Indemnifying Party will be entitled to participate in the defense of any such action andclaim, action, suit or proceeding as to which indemnification is being sought, and if the extent that it will wish, participate jointly with any other Indemnifying Party similarly notifiedacknowledges in writing the obligation to indemnify the Indemnified Party against whom the claim or action is brought, to the Indemnifying Party may (but will not be required to) assume the defense thereofagainst the claim, action, suit or proceeding with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from satisfactory to it. After the Indemnifying Party to such notifies the Indemnified Party of its election that the Indemnifying Party wishes to assume the defense of the a claim, action, suit or proceeding, the Indemnifying Party will not be liable for any further legal or other expenses incurred by the Indemnified Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the Indemnified Party, it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Indemnifying Party and such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without Party. In such event, the Indemnifying Party will pay the reasonable fees and expenses of no more than one separate counsel for all such Indemnified Parties promptly as such fees and expenses are incurred. Each Indemnified Party’s consent. The Indemnified Party , as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the Indemnifying Party in the defense of any action or settlement of claims so assumedclaim as to which indemnification is sought. The Indemnifying Party will not be liable under this Agreement for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party will not, without the prior written consent of the Indemnified Party, effect any settlement of a pending or threatened action with respect to which an Indemnified Party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement by includes an unconditional release of the Indemnified Party from all liability and claims which are the subject matter of the pending or threatened action. The remedies provided for in this Article X are not exclusive and shall not limit any claim rights or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed remedies which may otherwise be available to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party at law or in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementequity.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party (a) Each Party seeking to be indemnified under this Section 17 indemnification (the each, an “Indemnified Party”), the Indemnified Party will, if ) pursuant to this Article II agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in respect thereof is writing to be made against a party against the Parties from whom indemnification is sought under pursuant to this Section 17 Article II (the each, an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that no Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this Agreement); provided further, notify that failure to timely provide such notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party in writing is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to control all aspects of the commencement thereofdefense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Parties unless it includes a full release of the Indemnified Parties and their respective Subsidiaries from such matter or issues, as the case may be. (c) The Indemnified Parties agree to cooperate fully with the Indemnifying Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of the Indemnified Parties that Indemnifying Parties consider relevant to such defense and the making available to Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith Indemnifying Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Parties pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Parties to cooperate with Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the omission Indemnified Parties may, at their option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Parties agree to notify the Indemnifying Party will not relieve the Indemnifying Party from keep any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice counsel hired by the Indemnified Party Parties reasonably informed as to the status of any such defense, but Indemnifying Parties shall have the existence right to retain sole control over such defense. (d) In determining the amount of such action, any Losses for which the Indemnifying Party will be Indemnified Parties are entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such proceeding will correlative insurance benefit shall be finally determined net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court of competent jurisdiction in favor costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with such efforts shall be promptly reimbursed by the Indemnifying Party, Parties. To the extent that Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Party will Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, Indemnifying Parties shall be liable subrogated to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating rights of the Indemnified Parties to receive the proceeds of such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementinsurance or contractual indemnity.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the a) The Indemnified Party will, if agrees that within thirty (30) days after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in respect thereof is writing to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing specifying the nature of the commencement thereofand specific basis for such claim; provided, however, that the omission Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to notify the Indemnifying Party expiration of the applicable indemnity coverage under this Agreement). Notwithstanding the foregoing, the Indemnified Party’s failure to provide notice under this Section 2.4 will not relieve the Indemnifying Party from any liability which it may have hereunder with respect to any Indemnified Party otherwise than under such matter except in the provisions of this Agreement, event and will relieve it from liability under this Agreement only to the extent that the Indemnifying Party is materially prejudiced by such omission results failure or delay. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the forfeiture selection of counsel (provided that if such claim involves Covered Environmental Losses, such counsel shall be reasonably acceptable to the Indemnified Party), determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of rights any correspondence or defenses other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with respect such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such action. In defense and the making available to the Indemnifying Party of any action or proceedingemployees of the Indemnified Party; provided, following provision however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of proper notice the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4, unless otherwise required by law or the listing standards of the existence New York Stock Exchange. In no event shall the obligation of such action, the Indemnified Party to cooperate with the Indemnifying Party will as set forth in the immediately preceding sentence be entitled to participate in any such action and, to construed as imposing upon the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election an obligation to assume hire and pay for counsel in connection with the defense of any claims covered by the actionindemnification set forth in this Article II; provided, however, that the Indemnifying Party will not be liable to such Indemnified Party under this Agreement may, at its own option, cost and expense, hire and pay for counsel in connection with any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumedsuch defense. The Indemnifying Party will not be liable under this Agreement for the settlement agrees to keep any such counsel hired by the Indemnified Party for reasonably informed as to the status of any claim or demand unless such defense, but the Indemnifying Party has previously approved shall have the settlement or it has been notified right to retain sole control over such defense. (d) The indemnification obligations under this Article II shall continue with respect to any claim for indemnification pursuant to this Article II that is pending as of the end of the applicable survival period notwithstanding the expiration of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementsurvival period.

Indemnification Procedures. Promptly after receipt by a party seeking indemnification (the "Indemnified Party") under this Section 2.6 of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 or proceeding (the “Indemnified Party”including any governmental investigation or inquiry), the such Indemnified Party willshall, if a claim in respect thereof is to be made against a any indemnifying party against whom indemnification is sought under pursuant to this Section 17 2.6 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing deliver a written notice of the commencement thereof; provided, however, that the omission to notify and the Indemnifying Party will not relieve shall have the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled right to participate in any such action in, and, to the extent that it will wishthe Indemnifying Party so desires, participate jointly with any other Indemnifying Party similarly notifiednoticed, to assume the defense thereof, thereof with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from mutually satisfactory to the Indemnifying Party to such and the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of its election such separate counsel shall be the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to the actionIndemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party as permitted by the provisions of the preceding sentence, the Indemnifying Party will shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party reasonable fees and expenses of more than one counsel at any time for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent same jurisdiction in favor arising out of the same general allegations or circumstances. No Indemnifying Party, Party shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the claimant's or plaintiff's release of the Indemnified Party will be liable to from all liability concerning the Indemnifying Party for action or proceeding or which includes any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementnon-monetary settlement.

Indemnification Procedures. Promptly after receipt of notice of (a) In the commencement of event that any action claim or demand for which the Indemnifying Party would be liable to an Indemnified Party under this Article 8 is asserted against or sought to be collected from an Indemnified Party by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)third party, the Indemnified Party willshall give notice of such claim or demand promptly to the Indemnifying Party, if a which notice(s) shall specify the nature of such claim or demand in respect reasonable detail and the amount or the estimated amount thereof is to be made against a party against whom indemnification is sought under this Section 17 the extent then feasible (the “Indemnifying PartyClaim Notice”)) and shall attach to such Claim Notice copies of any applicable summonses, notify complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) Upon receipt of a Claim Notice, the Indemnifying Party in writing shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of the commencement thereofsuch claim; provided, however, provided that the omission Indemnified Party shall not be required to notify share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party will (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to the entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions in respect of this Agreementsuch claim, and will relieve it from liability demand or action under this Agreement only Article 8, except to the extent that such omission results in the forfeiture by the Indemnifying Party of rights any prejudice or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable damages to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementas a result thereof.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a Each party seeking entitled to be indemnified indemnification under this Section 17 1.6 (the “Indemnified Party”), ) will give notice to the Indemnified Party will, if a claim in respect thereof is party required to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, notify and will permit the Indemnifying Party in writing to assume the defense of the commencement thereof; providedany litigation resulting therefrom, however, provided that the omission to notify counsel for the Indemnifying Party Party, who will not relieve conduct the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions defense of this Agreementsuch claim or litigation, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice be approved by the Indemnified Party of the existence of such action, the Indemnifying Party (whose approval will not unreasonably be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counselwithheld), and after . After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement Section 1.6 for any legal expense of the or other counsel expenses subsequently incurred without by such Indemnified Party in connection with the Indemnifying Party’s consentdefense thereof, subject to the following sentence. The Indemnified Party will cooperate have the right to employ its counsel in any such action, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party; (ii) the Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and the Indemnifying Party by TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them in the conduct of the defense of such action (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party); or settlement (iii) the Indemnifying Party will not in fact have employed counsel to assume the defense of claims so assumedsuch action, within a reasonable time, and in any of the cases set forth in (i), (ii) or (iii) above, such fees and expenses shall be paid by the Indemnifying Party. The failure to notify an Indemnifying Party within a reasonable time of the commencement of any such action, only if prejudicial to its ability to defend such action, will relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 1.6. The Indemnifying Party will not be liable under this Agreement liable, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, for the settlement reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm will be designated in writing by the Indemnified Party for any claim or demand unless to the Indemnifying Party has previously approved Party. No Indemnifying Party, in the settlement or it has been notified defense of any such claim or demand and has failed to provide a defense in accordance litigation, will, except with the provisions hereofconsent of an Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. In If any such Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to and that have not been asserted by the event that any proceeding involving Indemnifying Party, then the Indemnifying Party will be commenced not have the right to continue the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party Party. The indemnity agreements contained in connection with the Agreementthis Section 1.6 will not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor consent of the Indemnifying Party (which consent will not be unreasonably withheld) as to any action the defense of which has been assumed by such Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly If any third party claim is commenced against a Party entitled to indemnification under this Agreement (the "INDEMNIFIED PARTY"), notice thereof shall be given to the Party that is obligated to provide indemnification (the "INDEMNIFYING PARTY") as promptly as practicable. If, after receipt of such notice, the Indemnifying Party acknowledges that this Section applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, but in no event less than [***]* prior to the date on which a response to such claim is due, to immediately * Confidential information has been omitted. take control of the commencement defense and investigation of any action by a party seeking such claim and to be indemnified under this Section 17 (the “Indemnified Party”), employ and engage attorneys reasonably acceptable to the Indemnified Party willto handle and defend the same, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (at the “Indemnifying Party”)'s sole cost and expense. The Indemnified Party shall cooperate, notify at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in writing the investigation, trial and defense of the commencement thereofsuch claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim pursuant to this Section that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 A Party (the “Indemnified PartyIndemnitee”), the Indemnified Party will, if a ) which intends to claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 Article 15 shall promptly notify the other Party (the “Indemnifying PartyIndemnitor”), notify the Indemnifying Party ) in writing of any action, claim or liability in respect of which the commencement thereof; Indemnitee or any of its directors, officers, employees or agents intend to claim such indemnification, provided that the failure to provide timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not prejudiced thereby. Within fifteen (15) days after such notification is delivered by the Indemnitee to the Indemnitor, the Indemnitee shall permit, and shall cause its employees and agents to permit, the Indemnitor to assume the defense of any such action or claim with qualified counsel at the Indemnitor’s sole cost and expense, provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by if the Indemnified Party shall have reasonably concluded that representation of both Indemnitor and Indemnitee by the same counsel would be inappropriate due to an actual conflict of interests between them, the Indemnitee shall be able to obtain its own counsel at the expense of the existence Indemnitor. If the Indemnitor does not deliver written notice to the Indemnitee of its intent to assume control of such actiondefense within such fifteen (15) day period, the Indemnifying Party will be entitled to Indemnitee may assume such defense with qualified counsel if its choice at the sole cost of the Indemnitor. If the Indemnitor assumes such defense hereunder, the Indemnitee may participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with through counsel of its choice (unless own selection at the Indemnitee’s sole cost and expense. Neither party shall settle or consent to entry of judgment of any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand dispute without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnitee shall be deemed to have granted such consent if either (i) such settlement does not adversely affect the Indemnitee, and has failed to provide a defense does not impose any obligation or liability on the Indemnitee which cannot be assumed and performed in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced full by the Indemnified Party in connection with the AgreementIndemnitor, or (ii) such settlement involves only the transactions contemplated under this Agreement, and such proceeding will payment of money by the Indemnitor or its insurer. The Indemnitor shall not be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party responsible for any reasonable attorney’s attorneys’ fees and direct or other costs relating to such proceedings. The indemnifications incurred other than as provided in this Section 17 will survive Agreement. The Indemnitee, its employees and agents, shall provide reasonable and good faith assistance (including but not limited to documents and testimony) to the termination Indemnitor and its legal representatives, at the Indemnitor’s expense, in the investigation and defense of any action, claim or liability covered by this Agreementindemnification.

Indemnification Procedures. Promptly after receipt of (a) A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party or parties from whom indemnification is sought and the Escrow Agent, in accordance with the terms of the commencement Escrow Agreements and Section 11.19. (b) In the event of a legal proceeding or that any action claim or demand is asserted by a any third party seeking to in respect of which payment may be indemnified sought under this Section 17 10.2 hereof (“Indemnification Claim”), the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable (hereinafter, the “Indemnified Party”), ) will promptly cause written notice of the Indemnified Party will, if a claim in respect thereof assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be made against a party against whom indemnification is sought under this Section 17 forwarded to the Indemnifying Party or representative thereof (hereinafter, the “Indemnifying Party”)) and, notify if the claim is against the Selling Parties, the Escrow Agent. The failure of the Indemnified Party to give reasonably prompt notice of any Indemnification Claim will not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. The Indemnifying Party will have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder. Provided however, that all Purchaser Indemnification Claims will be paid exclusively from the Holdback Escrow Amount and paid pursuant to the claims procedure set forth in writing the Escrow Agreements. (c) If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder, it will within five days (or sooner, if the nature of the commencement thereofIndemnification Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnified Party defends any Indemnification Claim, then the Indemnifying Party will reimburse the Indemnified Party for the expenses of defending such Indemnification Claim upon submission of periodic bills. If the Indemnifying Party will assume the defense of any Indemnification Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any such Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to defense with separate counsel at the extent that it will wish, participate jointly with any other expense of the Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice if (unless any conflict of interest requires the appointment of separate counsel), and after notice from i) so requested by the Indemnifying Party to such participate or (ii) in the reasonable opinion of counsel to the Indemnified Party of its election to assume a conflict or potential conflict exists between the defense of Indemnified Party and the actionIndemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party will not be liable required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Party under this Agreement for Parties in connection with any legal expense Indemnification Claim. For the avoidance of doubt, the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the Selling Parties costs of defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for paid from the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementHoldback Escrow Amount.

Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the a) The Indemnified Party will, if agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in respect thereof is writing to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing specifying the nature of the commencement thereofand specific basis for such claim; provided, however, that (i) the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this Agreement) and (ii) the omission to so notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to any the Indemnified Party otherwise than under the provisions of this Agreement, unless and will relieve it from liability under this Agreement only to the extent that the Indemnifying Party did not otherwise learn of such omission action and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or defenses any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party (with the concurrence of the Conflicts Committee in the case of the Partnership Group) unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim, (ii) the amount of tax benefits received by the Indemnified Party with respect to such action. In any action loss, cost, damage or proceeding, following provision of proper notice expense and (iii) all amounts recovered by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice under contractual indemnities from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementthird Persons.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the “Indemnifying Party”each, an "INDEMNIFYING PARTY"), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect indemnifying party to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled shall have the right to participate in any such action and, at the Indemnifying Party's option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded based on advice of its choice (unless counsel that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by third party claim is commenced against a party seeking person or entity entitled to be indemnified indemnification under this Section 17 27.1 or Section 27.2 (the “Indemnified Party”), notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. If, notify after such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice promptly delivered to the Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by Claim is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 Clause 16.1 or Clause 16.2 (the an “Indemnified Party”), written notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof entity that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”) as promptly as practicable but in no event less than twenty (20) days prior to the date on which the response to such Claim is due (or immediately, if less than twenty (20) days). After such notice, notify if the Indemnifying Party acknowledges that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in writing a notice delivered to the Indemnified Party not less than ten (10) days prior to the date on which a response to such Claim is due (or as soon as reasonably practicable, if less than ten (10) days), to immediately take control of the commencement thereofdefence and investigation of such Claim and to employ and engage attorneys acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defence of such Claim and any appeal arising there-from; provided, however, that the omission Indemnified Party may, at its own expense, participate (through its attorneys or otherwise) in such investigation, trial and defence of such Claim and any appeal arising there-from but shall have no power to notify settle such Claim without the prior consent of the Indemnifying Party will not relieve Party. No settlement of a Claim that involves a remedy other than the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to the Indemnified Party. If the Indemnifying Party does not assume full control over the defence of a Claim, Clause whilst the Indemnifying Party may participate in such action. In any action or proceedingdefence, following provision of proper notice by at its expense, the Indemnified Party of shall have the existence of right to defend the Claim in such actionmanner as it may deem appropriate, at the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of an Investor Party receives notice of a claim or the commencement of any an action by a party seeking for which the Investor Party intends to be indemnified seek indemnification under this Section 17 (the “Indemnified Party”)9.1, the Indemnified Investor Party willwill notify the Company (such party, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party ) in writing of the claim or commencement thereofof the action, suit or proceeding; provided, however, that the omission failure to notify the Indemnifying Party will not relieve such party from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give notice. The Indemnifying Party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After the Indemnifying Party from any liability which it may have to any Indemnified notifies the Investor Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election wishes to assume the defense of the a claim, action, suit or proceeding, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any further legal expense or other expenses incurred by the Investor Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the other Investor Party, it would be inappropriate under the applicable rules of professional responsibility for the same counsel subsequently incurred without to represent both the Indemnifying Party and such Investor Party’s consent. The Indemnified In such event, the Indemnifying Party will pay the reasonable fees and expenses of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the Indemnifying Party in the defense of any action or settlement of claims so assumedclaim as to which indemnification is sought. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofconditioned. In the event that any proceeding involving the The Indemnifying Party will be commenced by not, without the Indemnified prior written consent of the Investor Party, effect any settlement of a pending or threatened action with respect to which an Investor Party in connection with the Agreementis, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor settlement includes an unconditional release of the Indemnifying Party, Investor Party from all liability and claims which are the Indemnified Party will be liable to subject matter of the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedingspending or threatened action. The indemnifications remedies provided for in this Section 17 will survive the termination of this AgreementArticle IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party at law or in equity.

Indemnification Procedures. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”)action, the such Indemnified Party willshall, if a claim in respect thereof is to be made against a party against whom indemnification is sought the Indemnifying Party under this Section 17 (the “Indemnifying Party”)Article IX, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission so to notify the Indemnifying Party will shall not relieve the Indemnifying Party it from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, Article IX. In case any such action shall be brought against any Indemnified Party and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such actioncommencement thereof, the Indemnifying Party will shall be entitled to participate in any such action therein and, to the extent that it will shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of its choice (unless any conflict of interest requires the appointment of separate counselIndemnified Party, be counsel to the Indemnifying Party), and and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement Article IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by (if the Indemnified Party for is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or demand contribution may be sought under this Article IX (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a third-party claim, the Indemnified Party shall transmit to the Indemnifying Party has previously approved a written notice (the settlement or it has been notified “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim or demand claim) and has failed to provide a defense in accordance with the provisions hereofbasis of the Indemnified Party’s request for indemnification under this Agreement. In the event that any proceeding involving If the Indemnifying Party will be commenced does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will Indemnity Notice shall be finally determined by deemed a court of competent jurisdiction in favor liability of the Indemnifying Party, Party hereunder. (c) In determining the amount of any Damages for which the Indemnified Party is entitled to indemnification under this Article IX, the gross amount of the indemnification will be liable to reduced by (i) any insurance proceeds realized by the Indemnified Party and (ii) all amounts actually recovered by the Indemnified Party under contractual indemnities from third Persons. (d) The date on which notification of a claim for indemnification is received as provided in Section 11.2 by the Indemnifying Party for shall determine whether such claim is timely made. (e) From and after Closing, if any reasonable attorney’s fees and direct costs relating Party receives any refund of Indemnified Taxes, such Party shall remit any such refund to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementEquity Contributors or Asset Contributors, respectively.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 section (the “Indemnifying Party”each, an "INDEMNIFYING PARTY"), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled have the right to participate in any such action and, at the Indemnifying Party's option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party will have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided further, however, that the Indemnifying Party will be responsible for the expense of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 5 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence or (ii) the Indemnifying Party has not employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by third party claim is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 11.01 or Section 11.02 (the “Indemnified Party”), notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. After such notice, notify if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled to indemnification pursuant to this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (involving the “Indemnified Party”), subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim in respect thereof is to be made against a the party against whom obligated to provide indemnification is sought under pursuant to this Section 17 7 (the each, an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the commencement thereof; provided, however, that but the omission to notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreementhereunder, and will relieve it from liability under this Agreement only except to the extent that the delay in giving, or failing to give, such omission results in notice has a material adverse effect upon the forfeiture by ability of the Indemnifying Party of rights or defenses with respect to such actiondefend against the claim. In any case such action or proceeding, following provision of proper notice by the is brought against an Indemnified Party of the existence of such actionParty, the Indemnifying Party will be entitled shall have the right to participate in any such action and, at the Indemnifying Party’s option, to assume the extent that it will wishdefense thereof, participate singly or jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest requires the appointment of separate counsel), and after notice from which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of its the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of or the action, the Indemnifying Party will not be liable to such Indemnified Party under pursuant to this Agreement Section 7 for any legal or other expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the transactions contemplated under this AgreementIndemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, and such proceeding will be finally determined by a court or (iii) the Indemnifying Party has authorized the employment of competent jurisdiction in favor counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim") is commenced against a Party entitled to indemnification under Section 9.1, Section 9.2 or Section 9.3 (an "Indemnified Party"), notice of thereof shall be given to the commencement of any action by a party seeking Party that is obligated to be indemnified under this Section 17 provide indemnification (the “"Indemnifying Party") as promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party”)Party that the Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the Indemnified Party willnot less than 10 days prior to the date on which a response to such Claim is due, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (immediately take control of the “defense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnifying Party”), notify 's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in writing the investigation, trial and defense of the commencement thereofsuch Claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the written consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such Claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 9.5, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of the -------------------------- commencement of any action by a party seeking to be indemnified under this Section 17 (the “"Indemnified Party”"), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “"Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s 's consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s 's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of Whenever any claim shall arise for indemnification hereunder, the commencement of any action by a party seeking entitled to be indemnified under this Section 17 indemnification (the “Indemnified Party”), ) shall promptly provide written notice of such claim to the Indemnified Party will, if a claim in respect thereof is to be made against a other party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing . In connection with any claim giving rise to indemnity hereunder resulting from or arising out of the commencement thereof; provided, however, that the omission any Action by a Person who is not a party to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, the Indemnifying Party, at its sole cost and will relieve it from liability under this Agreement only expense and upon written notice to the extent that Indemnified Party, may assume the defense of any such omission results in the forfeiture by the Indemnifying Party of rights or defenses Action with respect counsel reasonably satisfactory to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party. The Indemnified Party of the existence of such action, the Indemnifying Party will shall be entitled to participate in the defense of any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereofAction, with its counsel of and at its choice (unless any conflict of interest requires the appointment of separate counsel), own cost and after notice from expense. If the Indemnifying Party to such Indemnified Party of its election to does not assume the defense of any such Action, the actionIndemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate. Notwithstanding any other provision of this Agreement, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for enter into settlement of any legal expense of the other counsel subsequently incurred Action without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement prior written consent of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 6.04. If a firm offer is made to settle an Action without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for any claim or demand unless the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Action and the Indemnifying Party has previously approved the settlement or it has been notified of desires to accept and agree to such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving offer, the Indemnifying Party will be commenced by shall give written notice to that effect to the Indemnified Party. If the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and fails to consent to such proceeding will be finally determined by a court firm offer within ten days after its receipt of competent jurisdiction in favor of the Indemnifying Partysuch notice, the Indemnified Party will be liable may continue to contest or defend such Action and in such event, the maximum liability of the Indemnifying Party for any reasonable attorney’s fees and direct costs relating as to such proceedingsAction shall not exceed the amount of such settlement offer. The indemnifications provided If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Action, the Indemnifying Party may settle the Action upon the terms set forth in such firm offer to settle such Action. If the Indemnified Party has assumed the defense pursuant to this Section 17 will survive 6.04, it shall not agree to any settlement without the termination of this AgreementIndemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Promptly after Upon becoming aware or receipt of notice of any Third Party claim that may be subject to indemnification by the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified other Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) under this Section 20.1, any GSK Indemnitee or any Vir Indemnitee (each, an “Indemnitee”), as the case may be, shall [***] notify the Indemnifying Party in writing of the commencement thereof; provided(it being understood and agreed, however, that the omission failure by an Indemnitee to notify the Indemnifying Party will timely give such notice shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability its indemnification obligation under this Agreement except and only to the extent that such omission results in the forfeiture by the Indemnifying Party is actually prejudiced as a result of rights or defenses with respect such failure to such actiongive timely notice). In The Indemnifying Party shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, any action or proceedingfor which indemnification is sought, following provision of proper notice by the Indemnified Party of the existence of such action, and if the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, elects to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement the Indemnitee for any legal expense expenses of the other legal counsel or any other expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate by such Indemnitee in connection with the defense or settlement of claims so assumedthereof. The Indemnifying Party will may not be liable under this Agreement for the settlement by the Indemnified Party for settle any action, claim or demand unless suit for which the Indemnifying Party has previously approved Indemnitee is seeking indemnification without such Indemnitee’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement or it has been notified of any such claim or demand and has failed to provide a defense in accordance with suit. The Indemnitee shall not settle or compromise any action, claim or suit for which the provisions hereof. In Indemnitee is seeking indemnification 224298306 v10 without the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor prior written consent of the Indemnifying Party, the Indemnified Party will be liable to . In no event shall the Indemnifying Party for settle or ▇▇▇▇▇ any reasonable attorney’s fees and direct costs relating Third Party claim in a manner that would diminish the rights or interests of the Indemnitee or obligate the Indemnitee to make any payment, take any action, or refrain from taking any action, without the prior written approval of the Indemnitee. Notwithstanding the foregoing, no party shall settle any action, claim, or suit with respect to Taxes that are indemnified pursuant to this Agreement without the prior written approval of the other Party, such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementapproval not to be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. 11.3.1 Promptly after receipt of notice of the commencement upon learning of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom for which indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable provide the Indemnifying Party with notice in writing of such claim and shall furnish to the Indemnifying Party for any reasonable all information known and available to the Indemnified Party related to such claim. 11.3.2 In the event of commencement of litigation on the basis of such claim, the Indemnified Party shall tender the defense of such litigation to the Indemnifying Party. 11.3.3 If the Indemnifying Party undertakes defense of such litigation, the Indemnifying Party shall be entitled to appoint an attorney (subject to the consent of the Indemnified Party which will not be unreasonably withheld or delayed) to defend the case in the name of the Indemnified Party, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its chosen attorney’s in the defense of such litigation. The Indemnified Party shall be free to appoint its own attorney in the same litigation, at its sole expense (unless the Indemnifying Party does not assume the defense in such litigation, the Indemnifying Party will pay all attorney fees and direct costs relating legal expenses) although all decisions with respect to the conduct or settlement of such proceedings. The indemnifications provided litigation shall remain solely with the party that has assumed the defense of such litigation (subject to ongoing consultation with the Indemnified Party and its consent which will not be unreasonably withheld or delayed in this Section 17 will survive the termination event the Indemnifying Party has assumed the defense). 11.3.4 No party shall have the right to settle any claim in a manner that materially diminishes the rights or interests of this Agreementthe other party without the prior, written consent of the other party, which cannot be unreasonably delayed or withheld.

Indemnification Procedures. Promptly If any third party claim is commenced against a party entitled to indemnification under SECTION 28.01 or SECTION 28.02 (the "INDEMNIFIED PARTY"), notice thereof shall be given to the Party that is obligated to provide indemnification (the "INDEMNIFYING PARTY") as promptly as practicable. If, after receipt of such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the commencement defense and investigation of any action by a party seeking such claim and to be indemnified under this Section 17 (the “Indemnified Party”), employ and engage attorneys reasonably acceptable to the Indemnified Party willto handle and defend the same, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (at the “Indemnifying Party”)'s sole cost and expense. The Indemnified Party shall cooperate, notify at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in writing the investigation, trial and defense of the commencement thereofsuch claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.40

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by a party seeking to or proceeding (including any governmental investigation or inquiry) shall be indemnified under this Section 17 (the “brought or asserted against an Indemnified Party”), the Indemnified Party will, if a claim Holder in respect thereof is to of which indemnity may be made against a party against whom indemnification is sought under this Section 17 (from the “Indemnifying Party”), such Indemnified Holder shall promptly notify the Indemnifying Party in writing of the commencement thereof; providedwriting, however, that the omission to notify and the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to shall assume the defense thereof, with including the employment of counsel satisfactory to such Indemnified Holder and the payment of its choice all expenses. Such Indemnified Holder 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 separate counsel shall be the expense of such Indemnified Holder unless (unless any conflict of interest requires the appointment of separate counsel), and after notice from i) the Indemnifying Party has agreed to pay such Indemnified fees and expenses, (ii) the Indemnifying Party of its election shall have failed to assume the defense of such action or proceeding or has failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding or (iii) the actionnamed parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Indemnifying Party, and such Indemnified Holder shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Holder that are different from or additional to those available to the Indemnifying Party. If such Indemnified Holder notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party as permitted by the provisions of the preceding paragraph, the Indemnifying Party will shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder. The foregoing notwithstanding, the Indemnifying Party shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.expenses

Indemnification Procedures. Promptly after receipt of notice of In the commencement of event that any claim, action by a party seeking to be indemnified under this Section 17 (the “or proceeding for Indemnified Amounts is made or brought against any Indemnified Party”), the such Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), shall promptly notify the Indemnifying Party in writing writing; provided, however, that no delay on the part of such Indemnified Party in notifying the commencement thereofIndemnifying Party shall relieve the Indemnifying Party from any obligation under this Agreement unless (and then solely to the extent) the Indemnifying Party is prejudiced by such delay. The Indemnifying Party will have the right to defend such claim or proceeding with counsel of its choice reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party notifies the Indemnified Party that it will assume the defense thereof within twenty (20) days after notice from the Indemnified Party of such claim, action or proceeding and the Indemnifying Party reimburses the Indemnified Party for any fees and expenses incurred by it during such twenty (20) day period; provided, however, that the omission to notify Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such claim, action or proceeding; and provided further that the Indemnified Party may retain its own counsel at the sole cost and expense of the Indemnifying Party will not relieve if: (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, has failed to assume the defense thereof, with and employ counsel within thirty (30) days of its choice receiving notice of such claim or proceeding; and (unless iii) the named parties to any conflict of interest requires such action (including any impleaded parties) include both such Indemnified Party and the appointment of separate counsel)Indemnifying Party, and after notice such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party to such Indemnified (in which case the Indemnifying Party of its election shall not have the right to assume the defense of the action, the Indemnifying Party will not be liable to such action on behalf of such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed). The Indemnifying Party will shall not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless settlement of any such action effected without the written consent of the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance Party; provided, however, if any action is settled with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor written consent of the Indemnifying Party, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party will be liable to the Indemnifying Party for from and against any reasonable attorney’s fees and direct costs relating to loss or liability by reason of such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementsettlement.

Indemnification Procedures. Promptly after receipt If either Party intends to seek indemnification under Sections 9.1 (Seller’s Indemnification for Third-Party Claims) or 9.2 (Buyer's Indemnification for Third-Party Claims), as applicable, from the other Party, the Party seeking indemnification shall give the other Party notice of notice such claim within ninety (90) days of the later of the commencement of any action by a party seeking to be indemnified under this Section 17 (of, or the “Indemnified Party”)’s actual knowledge of, such claim or action. Such notice shall describe the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (reasonable detail, and shall indicate the “Indemnifying Party”)amount, notify the Indemnifying Party in writing estimated if necessary, of the commencement thereofclaim that has been, or may be, sustained by said Party. To the extent that the other Party will have been actually and materially prejudiced as a result of the failure to provide such notice, such notice will be a condition precedent to any liability of the other Party under the provisions for indemnification contained in this Agreement. Neither Party may settle or compromise any claim without the prior consent of the other Party; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will said consent shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consentunreasonably withheld, conditioned or delayed. The Indemnified Party will cooperate in the defense or settlement of claims so assumedLIMITATIONS ON LIABILITY EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofTHE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the AgreementFOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, or the transactions contemplated under this AgreementSUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying PartyTHE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedingsTHE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. The indemnifications provided in this Section 17 will survive the termination of this Agreement.UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. FORCE MAJEURE

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any civil, criminal, administrative or investigative action by or proceeding (each, a party seeking “Claim”) is commenced against a Party entitled to be indemnified indemnification under this Section 17 27.1, Section 27.2 or Section 27.3 (the an “Indemnified Party”), notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof that is obligated to be made against a party against whom provide indemnification is sought under this Section 17 (the “Indemnifying Party”)) as promptly as practicable. After such notice, notify if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that the Service Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the Indemnified Party not less than ten (10) days prior to the date on which a response to such Claim is due, to immediately take control of the commencement thereofdefense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than under the provisions payment of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture money by the Indemnifying Party shall be entered into without the written consent of rights or defenses with respect to such actionthe Indemnified Party. In any action or proceeding, following provision of proper After notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such the Indemnified Party of its election to assume full control of the defense of the actionany such Claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of legal expenses incurred thereafter by such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreementdefense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 27.5, or the transactions contemplated under this AgreementIndemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such proceeding will be finally determined by a court of competent jurisdiction in favor manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt of notice of The party or parties being indemnified, CDI Indemnitee and AIM Indemnitee, are referred to herein as the commencement of any action by a party seeking to be indemnified under this Section 17 (the “"Indemnified Party”), " and the indemnifying party is referred to herein as the "Indemnifying Party." (a) The Indemnified Party will, if a claim shall use commercially reasonable efforts to minimize any Losses in respect thereof is to of which indemnity may be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)hereunder, notify the Indemnifying Party in writing of the commencement thereof; providedPROVIDED, howeverHOWEVER, that the omission this sentence shall not be construed to notify the Indemnifying Party will not relieve release the Indemnifying Party from liability for the breach of any liability which it may have representation, warranty, covenant or agreement contained in this Agreement or to any waive the rights of an Indemnified Party otherwise than under to indemnification for the provisions breach of any representation, warranty, covenant or agreement contained in this Agreement, and will relieve it from liability under this Agreement only . The Indemnified Party shall give written notice (the "Indemnification Notice") to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice within ten (10) days after discovery by the Indemnified Party of any matters giving rise to a claim for indemnification or reimbursement under this Agreement; PROVIDED, HOWEVER, that if no prejudice results from a failure to deliver prompt notice of a claim, no penalty shall be exacted therefor and the existence Indemnified Party shall continue to be entitled to indemnification. Notwithstanding the preceding sentence, any such Indemnification Notice must be given before the end of the Survival Period. (b) In case any such action, proceeding or claim is brought against an Indemnified Party, the Indemnifying Party will shall be entitled to participate in any such action and, to unless in the extent that reasonable judgment of the Indemnified Party a conflict of interest between it will wish, participate jointly with any other and the Indemnifying Party similarly notifiedmay exist in respect of such action, proceeding or claim, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires reasonably satisfactory to the appointment of separate counsel)Indemnified Party, and after notice from the Indemnifying Party to such the Indemnified Party of its election so to assume the defense of the actionthereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement for any legal expense of the or other counsel expenses subsequently incurred without by the Indemnifying Party’s consent. The Indemnified Party will cooperate latter in connection with the defense or settlement thereof other than reasonable costs of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereofinvestigation. In the event that any proceeding involving the Indemnifying Party advises the Indemnified Party that the Indemnifying Party will be commenced by contest a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any Indemnification Notice to notify, in writing, the Indemnified Party of its election to defend, settle or compromise, at its sole cost and expense, any action or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Losses subject to indemnification hereunder. (c) The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Agreement, Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party which relates to such action or claim. The Indemnifying Party shall keep the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor Indemnified Party fully appraised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying PartyParty elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the Indemnifying Party does not assume the defense, the Indemnified Party will be liable to shall keep the Indemnifying Party for any reasonable attorney’s fees and direct costs relating appraised at all times as to such proceedingsthe status of the defense; PROVIDED, HOWEVER, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The indemnifications provided Payment of indemnification amounts hereunder shall be made to the person or entity specified by the Indemnified Party. Anything in this Section 17 will survive Article X to the termination contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of this Agreementany judgment in respect thereof which imposes any future obligation on the Indemnified Party or 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 claim.

Indemnification Procedures. Promptly after Upon becoming aware or receipt of notice of any Third Party claim that may be subject to indemnification by the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified other Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”) under this Section 15.1 (Indemnification), any GSK Indemnitee or any ITEOS Indemnitee (each, an “Indemnitee”), as the case may be, shall promptly notify the Indemnifying Party in writing writing. The Indemnifying Party shall have the right, but not the obligation, to conduct and control, through counsel of the commencement thereof; providedits choosing, howeverany action for which indemnification is sought, that the omission to notify and if the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, elects to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will shall not be liable to such Indemnified Party under this Agreement the Indemnitee for any legal expense expenses of the other legal counsel or any other expenses subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate by such Indemnitee in connection with the defense or settlement of claims so assumedthereof. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for may settle any action, claim or demand unless suit for which the Indemnitee is seeking indemnification; provided that the Indemnifying Party has previously approved shall first give the Indemnitee advance notice of any proposed compromise or settlement and obtains such Indemnitee’s prior written approval, such approval not to be unreasonably withheld. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or it has been notified settlement of any such claim or demand and has failed to provide a defense in accordance with the provisions hereofsuit. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated Each Party’s indemnification obligations under this AgreementArticle 15 (Indemnification) shall not apply to amounts paid by an Indemnitee in settlement of any action with respect to a Third Party claim, and if such proceeding will be finally determined by a court of competent jurisdiction in favor settlement is effected without the prior written consent of the Indemnifying Party, the Indemnified Party will which consent shall not be liable to withheld unreasonably. In no event shall the Indemnifying Party for settle or ▇▇▇▇▇ any reasonable attorney’s fees and direct costs relating Third Party claim in a manner that would diminish the rights or interests of the Indemnitee, admit any liability on the part of the Indemnitee, or obligate the Indemnitee to such proceedings. The indemnifications provided in this Section 17 will survive make any payment, take any action, or refrain from taking any action, without the termination prior written approval of this Agreementthe Indemnitee.

Indemnification Procedures. Promptly after receipt of notice of the commencement of If any action by Proceeding is commenced against a party seeking Party entitled to be indemnified indemnification under this Section 17 17.1 or Section 17.2 (the “Indemnified Party”), written notice thereof shall be given to the Indemnified Party will, if a claim in respect thereof that is obliged to be made against a party against whom give the indemnification is sought under this Section 17 (the “Indemnifying Party”)) as soon as reasonably possible. If, notify after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, the Indemnifying Party shall be entitled, if it so elects, in writing a written notice promptly delivered to the Indemnified Party, but in no event less than thirty (30) days prior to the date on which a response to such claim is due, to immediately take control of the commencement thereofdefense and investigation of such claim. The Indemnified Party shall cooperate, at the Indemnifying Party’s cost, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim or other Proceeding shall be entered into without the provisions consent of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party which consent shall not be unreasonably withheld or delayed. If, after investigation of the existence of such actionfacts known at the time, the Indemnifying Party will be entitled disputes its obligation to participate in any such action and, indemnify the Indemnified Party: (a) the Parties shall cooperate to the extent ensure that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), timely and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the adequate defense of the actionclaim is provided, (b) all defense costs shall initially be shared equally, and (c) the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of dispute between the other counsel subsequently incurred without Parties regarding the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not obligation to indemnify shall be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense resolved in accordance with the provisions hereof. In of Section 20.8; provided that if such dispute between the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be Parties is finally determined by a court of competent jurisdiction resolved in favor of the Indemnifying Party, all such defense costs shall be borne by the Indemnified Party will Party, and if the matter is finally resolved in favor of the Indemnified Party, all such defense costs shall be liable to borne by the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this AgreementParty.

Indemnification Procedures. Promptly (a) For the purposes of this Section 7.5, the party seeking indemnification shall be known as the "Indemnified Party" and the party from whom indemnification is sought shall be known as the "Indemnifying Party". (b) As promptly as practicable after receipt by the Indemnified Party of notice of any Loss in respect of which the commencement Indemnifying Party may be liable under this Article VII, the Indemnified Party shall give written notice thereof (the "Indemnification Notice") to the Indemnifying Party. The failure of any action Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Article VII, except to the extent such failure results in a lack of actual notice to the Indemnifying Party and the Indemnifying Party is materially prejudiced as a result of failure to receive such notice. (c) In the case of any claim asserted by a third party seeking to be indemnified (including any Governmental Authority) against any party or its Affiliates which would result in a claim under this Section 17 Article VII, the Indemnified Party shall (i) notify the “Indemnifying Party of such claim within 30 days of receipt of such claim (and at least 15 days prior to the expiration of the period during which the defendant may assert its defense, if such period expires earlier), and (ii) permit the Indemnifying Party, at its option and expense, to assume the defense of any such claim by counsel satisfactory to the Indemnified Party”Party and to settle or otherwise dispose of the same; provided that if the Indemnifying Party does so take over and assume the defense, (A) the Indemnified Party may at its discretion at all times participate (at its own expense) in such defense by counsel of its own choice, and (B) the Indemnifying Party shall, at all times and to the extent reasonably possible, keep the Indemnified Party informed of the status of such claim and the proceedings related thereto. The Indemnifying Party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party and its Affiliates a release of all liabilities in respect of such claims. If the Indemnifying Party does not accept the defense of any claim within 30 days of delivery of the Indemnification Notice (or 15 days prior to the expiration of the period during which the defendant may assert its defense, if such period expires earlier), the Indemnified Party willshall have the right to defend against such claim by counsel of its own choice and shall be entitled to settle or agree to pay in full such claim or demand; provided that if the Indemnified Party shall, if a claim in respect thereof is at all times and to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”)maximum extent possible, notify keep the Indemnifying Party in writing informed of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified status of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreementproceedings related thereto.