Common use of Defense of Claims Clause in Contracts

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) the Applicable Indemnifying Party will be entitled acknowledges its obligation to participate in indemnify the defense thereof andIndemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) if it so chooses, the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable to for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party for any legal expenses subsequently incurred by (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in connection with the defense thereof. If , but the Applicable Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party elects has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a Third Party Claim, conflict of interest exists between the interests of the Indemnified Party shall (i) cooperate in all reasonable respects with and the Applicable Indemnifying Party that requires representation by separate counsel, in connection with which case the fees and expenses of such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without separate counsel will be paid by the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but such conditions are not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such manner as it may deem appropriate, including settling such claim or litigation with Claim without the prior written consent of the Applicable Indemnifying Party and upon any (not to be unreasonably withheld) unless such settlement consented to by includes a full and unconditional release of the Applicable Indemnifying Party, ; and further provided that the Applicable Indemnifying Party will promptly reimburse may participate in such defense (at the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party's expense).

Defense of Claims. (A) Whenever a Party (“Indemnifying Party”) indemnifies an indemnified party under this Agreement (“Indemnitee”) against Claims, the Indemnifying Party shall defend and hold the Indemnitee harmless against those Claims and against all reasonable costs, expenses and fees of any kind (including attorneys' fees) incurred by the Indemnitee in defending those Claims. (B) An Indemnitee shall promptly, and in any event within thirty (30) Business Days after receiving Notice of a Third Party Claim, notify the Indemnifying Party of the Third Party Claim in writing, giving reasonably detailed information concerning the Third Party Claim. (C) The Indemnifying Party shall have the right to, if requested in writing by the Indemnitee, conduct the defense of the Third Party Claim at its sole cost. An Indemnitee has the right to reasonably object to counsel selected by the Indemnifying Party and select alternative counsel at the cost of the Indemnifying Party. (D) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10.9(C) the Indemnitee may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. (E) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. (F) Notwithstanding Section 10.9(D) the Indemnitee shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld or delayed. (G) If a Third Party Claim is made against an Indemnified Partymade, (a) each Party agrees to provide to the Applicable Indemnifying other Party will be entitled and its authorized employees and its professional advisers all material technical, legal and financial information necessary or conducive to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the proper defense of a the Third Party Claim, . Each Party shall keep all such information confidential and only use the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party information in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or the Applicable Indemnifying PartyAdministrative Agent, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) WEST or the Administrative Agent, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or the Applicable Indemnifying Party’s prior written consentAdministrative Agent’s, as the case may be, prior written consent. If WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or the Applicable Indemnifying Party Administrative Agent, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to WEST or the prior written consent Administrative Agent, as the case may be, of such terms and, WEST or the Applicable Indemnifying Party and upon any such settlement consented to by Administrative Agent, as the Applicable Indemnifying Partycase may be, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If If, within ten (10) Business Days after giving a Third Party Notice of Claim is made against an Indemnified Party, (a) the Applicable regarding a Claim to Indemnifying Party will be entitled pursuant to participate in the defense thereof andSection 16.2, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Party receives Notice from Indemnifying Party so elect that Indemnifying Party has elected to assume the defense of a Third Party such Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable ; provided, however, that if Indemnifying Party elects fails to assume the defense of a Third take reasonable steps necessary to defend diligently such Claim within ten (10) Business Days after receiving Notice from Indemnifying Party Claimthat Indemnifying Party believes Indemnifying Party has failed to take such steps, the or if Indemnifying Party has not undertaken fully to indemnify Indemnified Party shall (i) cooperate in respect of all reasonable respects with Indemnifiable Losses relating to the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect tomatter, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriateassume its own defense, and Indemnifying Party will be liable for all reasonable costs or expenses, including settling such claim attorneys’ fees, paid or litigation with incurred in connection therewith. Without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Indemnified Party, the Applicable Indemnifying Party will promptly reimburse not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the part of Indemnified Party therefor upon written requestfor which Indemnified Party is not entitled to indemnification hereunder; provided, however, that Indemnifying Party may accept any settlement without the consent of Indemnified Party if such settlement provides a full release to Indemnified Party and no requirement that Indemnified Party acknowledge fault or culpability. Notwithstanding anything contained If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of Indemnified Party for which Indemnified Party is not entitled to indemnification hereunder and Indemnifying Party desires to accept and agrees to such offer, Indemnifying Party will give Notice to Indemnified Party to that effect. If Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such Notice, Indemnified Party may continue to contest or defend such Claim and, in this Agreement such event, the maximum liability of Indemnifying Party to such Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by Indemnified Party up to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense date of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partysuch Notice.

Defense of Claims. If a Third Party Claim is made against an Indemnified PartyIn the case of any third party claim, (a) if within 20 days after receiving the Applicable notice described in the preceding Section 6(d), the Indemnifying Party will be entitled to participate in the defense thereof and, or Parties (bi) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable gives written notice to the Indemnified Party for any legal expenses subsequently incurred by stating that the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume would be liable under the defense provisions hereof for indemnity in the amount of a Third Party Claim, such claim if such claim were valid and that the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with disputes and intends to defend against such defense claim, liability or expense at the Indemnifying Party’s own cost and expense and (ii) not admit any liability with respect to, or settle, compromise or discharge, provides assurance reasonably acceptable to such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall that such indemnification will be entitled to participate in (but not control) paid fully and promptly if required and such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend will not incur cost or expense during the same in such manner as it may deem appropriateproceeding, including settling such claim or litigation with then the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of such claim and to choose counsel for the defense (subject to the consent of such Indemnified Party which consent shall not be unreasonably withheld) and such Indemnified Party shall not be required to make any part payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of a Third the defense of any such matters by the Indemnifying Party Claim shall relate solely to the claim, liability or expense that seeks a temporary restraining orderis subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, injunction or other equitable relief or relief for other than money damages against it shall have the right to settle (provided that any such settlement which results in any adverse consequences to the Indemnified Party shall require the consent of such Indemnified Party, which consent shall not be unreasonably withheld) all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party’s obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnified Party shall not settle any claim with respect to which the Indemnifying Party has assumed the defense, without the prior written consent of the Indemnifying Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to participate in, but not control, such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one such counsel. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party and paid by the Indemnifying Party), and shall have the right to compromise or settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. Such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.

Defense of Claims. If In the event that any claim is asserted against a Third Party Claim party which is made against entitled to indemnification hereunder as an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall promptly after learning of such claim, notify the Indemnifying Party thereof in writing; provided, however, that the failure of the Indemnified Party to give prompt notice of such claim as aforesaid shall not relieve the obligation of the Indemnifying Party with respect to such claim, except to the extent that the Indemnifying Party is prejudiced by the failure of the Indemnified Party to provide such notice. The Indemnifying Party shall have the right, by giving written notice to the Indemnified Party within ten (i10) cooperate in all reasonable respects with calendar days after receipt from the Applicable Indemnified Party of notice of such claim (which notice must include an acceptance of indemnification responsibility for such claim by the Indemnifying Party in connection with favor of the Indemnified Party), to conduct at its expense the defense against such claim in its own name, or, if the Indemnifying Party shall fail to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and (ii) not admit any liability with respect to, or settle, to compromise or discharge, such Third Party Claim and settle the claim without prior consent of the Applicable Indemnifying Party’s prior written consent, as . In the case may be. If event that the Applicable Indemnifying Party shall assume elects to conduct the defense of any Third Party Claimthe subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by him, all at the expense of the Indemnifying Party, and the Indemnified Party shall be entitled have the right at its expense to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimdefense, provided that the Indemnified Party may defend shall have the same in such manner as it may deem appropriate, including settling such right to compromise and settle the claim or litigation only with the prior written consent of the Applicable Indemnifying Party. No legal proceeding in which the Indemnified Party is named as a party shall be settled by the Indemnifying Party and upon any without the Indemnified Party’s prior written consent unless such settlement consented to or compromise (a) affects no substantive rights of the Indemnified Party, (b) involves a complete release of and no admission of fault by the Applicable Indemnified Party, and (c) creates no obligations or liabilities for the Indemnified Party. Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be is entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyindemnification hereunder.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that that, in connection with such assumption assumption, (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Applicable Indemnifying Party first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party of such terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. (i) If a Third Party Claim claim for any Damages (a “Claim”) is to be made against by a person entitled to indemnification hereunder (an “Indemnified Party”), the person claiming such indemnification shall give written notice (aa “Claim Notice”) to the Applicable person from whom indemnification is sought (the “Indemnifying Party”) (A) 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 Section 10.1 and (B) in the case of the assertion of a claim (whether pursuant to a lawsuit or other legal action or otherwise) or the commencement of any Action by a third party (together, a “Third-Party Claim”), upon receipt of written notice of the Third-Party Claim. (ii) In the case of a Third-Party Claim, if the Indemnifying Party will shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be entitled obligated to participate in indemnify the defense thereof and, (b) if it so chooses, to assume Indemnified Party under the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that terms of its indemnity hereunder in connection with such assumption Third-Party Claim, then the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, to participate in or take control of the defense and investigation of such counsel Third-Party Claim (unless (x) the Indemnifying Party is not also a party to such Third-Party Claim and the Indemnified Party determines in good faith, upon the advice of outside counsel, that a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim or (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party-Claim and provide indemnification with respect to such Third-Party Claim) and to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably objected acceptable to by the Indemnified Party to handle and defend the same, compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party. Should , such consent not to be unreasonably withheld or delayed. (iii) In the Applicable event the Indemnifying Party so elect elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.1(c), the Indemnified Party may participate in the investigation, trial and defense of such Third-Party Claim. (iv) If the Indemnifying Party fails to notify the Indemnified Party in writing of its election to assume the defense of a Third such Third-Party ClaimClaim in accordance with this Section 10.1 within 30 days after receipt of the Claim Notice, the Applicable Indemnifying Party will not be liable to the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for any legal expenses subsequently incurred by the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in connection with the defense thereof. If event the Applicable Indemnifying Indemnified Party elects to assume assumes the defense of a Third Party Claimthe claim, the Indemnified Party shall (i) cooperate in all reasonable respects with keep the Applicable Indemnifying Party in connection with reasonably informed of the progress of any such defense and (ii) not admit any liability with respect to, or settledefense, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may besettlement. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable The Indemnifying Party shall be entitled to assume the defense liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section10.1 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such settlement or judgment so long as such settlement (a) involves only the payment of monetary Damages by the Indemnifying Party, (b) does not include any injunctive or non-monetary obligations on the Indemnified Party, and (c) does not involve the admission of any facts or liability on the part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified PartyIn the case of any third party claim, (a) if within 20 days after receiving the Applicable notice described in the preceding Section 7(d), the Indemnifying Party will be entitled to participate in the defense thereof and, (bi) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable gives written notice to the Indemnified Party for any legal expenses subsequently incurred by stating that the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume would be liable under the defense provisions hereof for indemnity in the amount of a Third Party Claim, such claim if such claim were valid and that the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with disputes and intends to defend against such defense claim, liability or expense at the Indemnifying Party’s own cost and expense, and (ii) not admit any liability with respect to, or settle, compromise or discharge, provides assurance reasonably acceptable to such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall that such indemnification will be entitled to participate in (but not control) paid fully and promptly if required and such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend will not incur cost or expense during the same in such manner as it may deem appropriateproceeding, including settling such claim or litigation with then the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of such claim and to choose counsel for the defense (subject to the consent of such Indemnified Party which consent shall not be unreasonably withheld) and such Indemnified Party shall not be required to make any part payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of the defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right to settle indemnifiable matters related to claims by third parties where (x) the only obligation of the Indemnified Party and Indemnifying Party in connection with such settlement is the payment of money damages and such money damages are satisfied in full by the Indemnifying Party, and (ii) the settlement includes a complete release of the relevant Indemnified Party or Parties. Any other settlement of a Third claim for which the Indemnifying Party Claim has assumed the defense shall require the prior written consent of the relevant Indemnified Party or Parties, which consent shall not be unreasonably withheld. No Indemnified Party shall settle any claim with respect to which the Indemnifying Party has assumed the defense, without the prior written consent of the Indemnifying Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that seeks a temporary restraining ordersuch Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, injunction including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to participate in, but not control, such defense at its own expense directly or other equitable relief through counsel; provided, however, if the named parties to the action or relief for other than money damages against proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one such counsel. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party, which selection shall require the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and paid by the Indemnifying Party), and shall have the right to compromise or settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. Such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.

Defense of Claims. (a) If any Action arises after the date hereof for which an Indemnifying Party may be liable under the terms of this Agreement, then the Indemnified Party shall notify the Indemnifying Party within a Third Party Claim reasonable time after such Action arises and is made against an known to the Indemnified Party, (a) and shall give the Applicable Indemnifying Party will be entitled a reasonable opportunity: (i) to participate conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party; (ii) to take all other required steps or proceedings to settle or defend any such Action; and (iii) to employ counsel to contest any such Action in the defense thereof and, name of the Indemnified Party or otherwise. (b) if it so choosesThe expenses of all proceedings, contests or lawsuits with respect to assume the defense thereof with counsel selected such Actions shall be borne by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by . If the Indemnified Party. Should the Applicable Indemnifying Party so elect wishes to assume the defense of a Third Party Claimsuch Action, then the Applicable Indemnifying Party will not be liable shall give written notice to the Indemnified Party within thirty (30) days after notice from the Indemnified Party of such Action (unless the Action reasonably requires a response in less than thirty (30) days after the notice is given to the Indemnifying Party, in which event the Indemnifying Party shall notify the Indemnified Party at least ten days prior to such reasonably required response date), and the Indemnifying Party shall thereafter assume the defense of any such Action, through counsel reasonably satisfactory to the Indemnified Party; provided, that the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall have the right to control the defense of the Action unless and until the Indemnifying Party shall assume the defense of such Action. (c) If the Indemnifying Party does not assume the defense of, or if after so assuming the Indemnifying Party fails to defend, any such Action, then the Indemnified Party may defend against such Action in such manner as such Indemnified Party may deem appropriate (provided, that the Indemnifying Party may participate in such defense at its own expense); provided, however, that the Indemnified Party may not settle such Action without the Indemnifying Party's prior written consent, and the Indemnifying Party shall promptly reimburse the Indemnified Party for any the amount of all expenses, legal expenses subsequently and otherwise, reasonably and necessarily incurred by the Indemnified Party in connection with the defense thereofagainst and settlement of such Action. If no settlement of such Action is made, the Applicable Indemnifying Party elects shall satisfy any judgment rendered in such Action, before the Indemnified Party is required to assume do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Party in the defense of a Third Party Claim, such Action. (d) If an Order is rendered against the Indemnified Party shall (i) cooperate in all reasonable respects with any Action covered by the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect toindemnification hereunder, or settleany Lien in respect of such Order attaches to any of the assets of the Indemnified Party, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume immediately upon such entry or attachment pay any amount required by such Order in full or discharge such Lien unless, at the defense expense and request of the Indemnifying Party, an appeal is taken under which the execution of the Order or satisfaction of the Lien is stayed. If and when a final Order is rendered in any Third such Action, the Indemnifying Party Claim, shall forthwith pay any amount required by such Order or discharge such Lien before the Indemnified Party shall be entitled is compelled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partydo so.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable The Indemnifying Party will be entitled may elect to participate in assume and control the defense thereof andof any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if: (i) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim; (ii) the Claim does not seek to impose any Liability on the Indemnified Party other than money damages; (iii) the Claim does not relate to the Indemnified Party’s relationship with any customer, supplier or employee; (iv) the Claim or Loss is not part of a larger claim or series of claims that do not relate to Losses hereunder; or (v) the Indemnified Party does not otherwise believe, for confidentiality reasons or because of the importance of the Claim to the Indemnified Party’s business, that allowing the Indemnifying Part to prosecute the defense of such claim would be adverse to the Indemnified Party’s interests. (b) if it so chooses, If the conditions of Section 6.5(a) are satisfied and the Indemnifying Party elects to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume and control the defense of a Third Party Claim, then: (i) the Applicable Indemnifying Party will not be liable to for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party for any legal expenses subsequently incurred only if (A) all monetary damages payable in respect of the Claim are paid by the Indemnifying Party, (B) the Indemnified Party receives a full, complete and unconditional release in connection respect of the Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Claim, and (C) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates; (iii) the Indemnifying Party may otherwise settle such Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed; and (iv) the Indemnified Party may employ separate counsel and participate in the defense thereof. If , but the Applicable Indemnified Party will be responsible for the fees and expenses of such counsel unless: (1) the Indemnifying Party elects has failed to adequately assume and actively conduct the defense of a Third Party Claimsuch Claim or to employ counsel with respect thereto; or (2) in the reasonable opinion of the Indemnified Party, an actual or potential conflict of interest exists between the interests of the Indemnified Party shall (i) cooperate in all reasonable respects with and the Applicable Indemnifying Party that requires representation by separate counsel, in connection with which case the fees and expenses of such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without separate counsel will be paid by the Applicable Indemnifying Party’s prior written consent, as the case may be. . (c) If the Applicable Indemnifying Party shall assume the defense conditions of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but Section 6.5(a) are not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume the same in exclusive right to defend, compromise or settle such manner as it Claim, but the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may deem appropriatenot be unreasonably withheld); provided, including settling such claim or litigation with that the prior written Indemnified Party will not be required to obtain any consent of the Applicable Indemnifying Party to the determination of such Claim (and upon any will not prejudice its right to be indemnified with respect to such settlement consented to Claim by settling such Claim) if the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse is asserting that it has no obligation to indemnify the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense respect of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partysuch claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the Applicable Indemnifying Partycase may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying PartyWEST’s prior written consentor Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the Applicable Indemnifying Party case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to WEST or Xxxxxx, as the prior written consent case may be, of such terms and, WEST or Xxxxxx, as the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Partycase may be, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a Third Party Claim person who is made against an Indemnified Partynot a party to this Agreement, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof at its sole cost and expense and with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable satisfactory to the Indemnified Party for any legal expenses subsequently incurred by may, upon written notice to the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party ClaimParty, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim or legal proceeding if (a) the Indemnifying Party Claimacknowledges to the Indemnified Party in writing, within fifteen (15) days after receipt of notice from the Indemnified Party, its obligations to indemnify the Indemnified Party with respect to all elements of such claim based upon the facts then reasonably known to such Indemnifying Party, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against such third-party claims and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its counsel and at its own expense; PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel retained by the Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If the Applicable Indemnifying Party does thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not assume defend or settle such third party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense of any such Third Party Claimaction, suit or proceeding, whether or not subject to indemnification hereunder. If the indemnification provided for in this Article XI is for any reason unenforceable, the Indemnified Party may defend party against whom indemnification was sought agrees to contribute to the same claims for which such indemnification is unenforceable in such manner proportion as it may deem appropriateis appropriate to reflect the relative fault of such party, including settling such claim or litigation with on the prior written consent of the Applicable Indemnifying Party one hand, and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, on the other hand, as well as any other relevant equitable considerations.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled (a) to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party; provided, provided however, that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party. Should Party and (ii) the Applicable Indemnifying Party so elect first admits in writing its joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will (x) not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (iy)(i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be and (z) be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party and upon any of the terms of such settlement consented to by and the Applicable Indemnifying PartyParty shall promptly reimburse the Indemnified Party upon written request. Anything contained in this Note Purchase Agreement to the contrary notwithstanding, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (A) Whenever a Party (“Indemnifying Party”) indemnifies a Party entitled to seek indemnification under this Agreement (“Indemnitee”) against Liabilities, the Indemnifying Party shall defend and hold the Indemnitee harmless against those Liabilities and against all reasonable costs, expenses and fees of any kind (including attorneys’ fees) incurred by the Indemnitee in defending those Liabilities. (B) If any Party notifies an Indemnitee of any claim that a Third Party intends to bring or has brought (a “Third Party Claim”) which gives rise to a claim for indemnification against the Indemnifying Party under this Agreement, then the Indemnitee shall promptly, and in any event within thirty Business Days after receiving notice of the Third Party Claim, notify the Indemnifying Party of the Third Party Claim, giving reasonably detailed information concerning the Third Party Claim. (C) The Indemnifying Party shall, if requested in writing by the Indemnitee, conduct the defense of the Third Party Claim at its sole cost. An Indemnitee has the right to reasonably object to counsel selected by the Indemnifying Party and propose alternative counsel at the cost of the Indemnifying Party. (D) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 14.8(C) the Indemnitee may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. (E) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. (F) Notwithstanding Section 14.8(D), the Indemnitee shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (G) If a Third Party Claim is made against an Indemnified Partymade, (a) each Party shall provide to the Applicable Indemnifying Party will be entitled other Parties and their authorized employees and its professional advisers all material technical, legal and financial information necessary or conducive to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the proper defense of a the Third Party Claim, . Each Party shall keep all such information confidential and only use the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party information in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. 16.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 16, the Indemnifying Party shall be entitled entitled, at its option, to participate assume and control in the defense thereof andof such claim, (b) if it action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice prompt notice of its intention to do so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party and reimburses the Indemnified Party for any legal the reasonable cost and expenses subsequently incurred by the Indemnified Party in connection with prior to the defense thereof. If assumption by the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the such defense. 16.4.2 The Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit settle or compromise any liability with respect toclaim, demand, action, suit or settle, compromise or discharge, such Third Party Claim proceeding without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 16.4.3 If the Indemnified Party has exercised its rights under this Article 16.4.1 , the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). 16.4.4 For the avoidance of doubt, it is hereby expressly clarified that in the event the Indemnifying Party exercises its rights under Article 16.4.1, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: (a) the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or (b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable conduct of the defense of such action; or (c) the Indemnifying Party shall be entitled not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against such action and shall have been so notified by the Indemnified Party; or (d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-parts (b), (c) or (d) of this Article 16.4.4 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defense of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related to such Claim, if (a) the Applicable Indemnifying Party will be entitled acknowledges its obligation to participate in indemnify the defense thereof and, Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) if it so chooses, the Claim does not seek to assume impose any liability or obligation on the defense thereof with counsel selected by Indemnified Party other than for money damages; and (c) the Applicable Indemnifying Party, provided Claim is not of a nature or amount that in connection with such assumption such counsel is not reasonably objected to by the good faith opinion of the Indemnified Party, its prosecution could reasonably be expected to have a material and adverse effect on the Indemnified Party's relationship with any significant customer. Should If such conditions are satisfied and the Applicable Indemnifying Party so elect elects to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable to for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party for any legal expenses subsequently incurred by may employ separate counsel and participate in the defense of such Claim, but the Indemnified Party in connection with will be responsible for the defense thereof. If fees and expenses of such counsel unless (A) the Applicable Indemnifying Party elects has failed to adequately assume the defense of a Third Party Claim, such Claim or to employ counsel with respect thereto or (B) in the reasonable opinion of the Indemnified Party shall (i) cooperate in all reasonable respects with a conflict of interest exists between the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense interests of any Third Party Claim, the Indemnified Party shall and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be entitled to participate in (but not control) such defense with its own counsel at its own expensepaid by the Indemnifying Party. If the Applicable Indemnifying Party does such conditions are not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent defense of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying PartyClaim; provided, that, the Applicable Indemnifying Party will promptly reimburse not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld or delayed, unless the Indemnifying Party has not established to the reasonable satisfaction of the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to that it is financially capable of paying the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyentire Claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Applicable assertion of any claim or of the commencement of any suit, action or proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (a "Third-Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party will reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be entitled incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third any Third-Party Claim, Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel; provided that the Applicable counsel for the Indemnifying Party will not who shall conduct the defense of such Third-Party Claim shall be liable reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party Indemnitee. The Indemnitee shall cooperate in connection with the good faith in such defense thereofat such Indemnitee's own expense. If the Applicable an Indemnifying Party elects to assume the defense of a Third any Third-Party Claim, the Indemnified Party Indemnitee shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third any Third-Party Claim without the Applicable Indemnifying Party’s 's prior written consentconsent and (iii) agree to any settlement, as compromise or discharge of a Third-Party Claim which the case Indemnifying Party may berecommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and unconditionally releases the Indemnitee completely in connection with such Third-Party Claim. If In the Applicable event that the Indemnifying Party shall assume the defense of any Third Third-Party Claim, the Indemnified Party Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Third-Party Claim, the Indemnified Party Indemnitee may defend the same in such manner as it may deem appropriate, including settling settling, compromising or discharging such claim or litigation with after giving notice to the prior written consent Indemnifying Party of the Applicable Indemnifying Party terms of the proposed settlement, compromise or discharge and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor Indemnitee upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Third-Party Claim that if such Third-Party Claim seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money monetary damages against the Indemnified Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee; provided that such Indemnifying Party shall continue to be obligated to such Indemnitee pursuant to this Article IX for all Indemnifiable Losses relating to, resulting from or arising out of such Third-Party Claim. (b) If, within ten (10) Business Days after an Indemnitee gives written notice to the Indemnifying Party of any Third-Party Claim, such Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third-Party Claim as provided in Section 9.2(a), the Indemnifying Party shall not be liable for any costs, fees or expenses subsequently incurred by the Indemnitee in connection with the defense, compromise or settlement thereof; provided, however, that if the Indemnifying Party shall fail to take reasonable steps necessary to defend diligently such Third-Party Claim within ten (10) Business Days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may assume its own defense and the Indemnifying Party shall be liable for all reasonable costs, fees and expenses thereof. (c) Without the prior written consent of the Indemnitee, the Indemnifying Party shall not admit any liability with respect to, or enter into any settlement, compromise or discharge of, or any voluntary consent decree, order or injunction with respect to, any Third-Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle, compromise or discharge, or to enter into any voluntary consent decree, order or injunction with respect to, a Third-Party Claim, which offer would not lead to liability or the creation of any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten (10) Business Days after its receipt of such notice, the Indemnifying Party shall be relieved of its obligations to defend such Third-Party Claim and the Indemnitee may contest or defend such Third-Party Claim. In such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim will be the amount of such settlement offer plus reasonable costs and expenses paid or incurred by Indemnitee up to the date of said notice. (d) Subject to Section 9.3, any claim by an Indemnitee on account of an Indemnifiable Loss which does not constitute a Third-Party Claim (a "Direct Claim") shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee becomes aware of such Direct Claim, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, of such Indemnifiable Loss; and the Indemnifying Party shall have a period of twenty (20) Business Days within which to respond to such Direct Claim. If the Indemnifying Party fails to respond during such twenty (20) Business Day period, the Indemnifying Party shall be deemed to have accepted such claim and, subject to this Article IX, shall promptly reimburse the Indemnitee for the Indemnifiable Losses set forth in the Indemnitee's notice. If the Indemnifying Party rejects such claim, subject to Section 9.3, the Indemnitee shall be free to seek enforcement of its right to indemnification under this Agreement. (e) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement, compromise, discharge or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, compromise, discharge or payment by, from or against any other Person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith (together with interest thereon from the date of payment thereof at the Prime Rate) shall promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the Indemnifying Party shall, to the extent of such indemnity payment, be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that (i) the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Indemnitee's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights, and otherwise cooperate in the prosecution of such claims at the direction of the Indemnifying Party. Nothing in this Section 9.2(e) shall be construed to require any Party hereto to obtain or maintain any insurance coverage. (f) A failure to give timely notice as provided in this Section 9.2 shall not affect the rights or obligations of any Party hereunder except to the extent that, as a result of such failure, the Party which was entitled to receive such notice was actually prejudiced as a result of such failure.

Defense of Claims. If After receipt of a Claim Notice relating to a Third Party Claim is made against an Indemnified PartyClaim, (a) the Applicable Indemnifying Party will shall be entitled to participate in the defense thereof of such Third Party Claim and, to the extent that it desires (bunless (x) if it so choosesthe Indemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate, (y) greater than 50% of the Damages are reasonably anticipated to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to be incurred by the Indemnified Party. Should Party because such Damages exceed the Applicable Indemnifying applicable maximum limit (if any) for indemnification contained in Section 10.2(f), or (z) material equitable or other non-monetary relief is sought from any Indemnified Party so elect pursuant to such Third Party Claim) to assume the defense of a such Third Party Claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Applicable Indemnifying Party will not shall not, so long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 10.2 for any legal expenses fees of other counsel with respect to the defense of such Third Party Claim subsequently incurred by the Indemnified Party in connection with the defense thereofof such Third Party Claim, other than reasonable costs of investigation. If the Applicable Indemnifying Party elects to assume assumes the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate such assumption will conclusively establish for purposes of this Agreement that the claims made in all reasonable respects with that Third Party Claim are within the Applicable Indemnifying Party scope of and subject to indemnification (but no such assumption shall affect the applicability of any limit on indemnification contained in connection with such defense this Section 10.2), and (ii) not admit any liability with respect to, or settle, no compromise or discharge, settlement of such Third Party Claim Claims may be effected by the Indemnifying Party without the Applicable Indemnified Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party’s prior written consent, as . The Indemnified Party shall have no Liability with respect to any compromise or settlement of such Third Party Claims effected without its consent if such consent is required pursuant to the case may beimmediately preceding sentence. If the Applicable Indemnifying Party shall does not, within twenty (20) days after receipt of a Claim Notice, give written notice to the Indemnified Party of its election to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent assume control of the Applicable Indemnifying defense; provided that no compromise or settlement of such Third Party Claims may be effected by an Indemnified Party without the Indemnified Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and upon any such settlement consented to (B) no monetary damages are awarded that will be the subject of a claim for indemnification by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written requestagainst the Indemnifying Party. Notwithstanding anything contained in this Agreement In the event the Indemnifying Party reserves its right to dispute its indemnity obligation with respect to a Third Party Claim, (i) the contrary, no Applicable Indemnifying Party shall be entitled have no right to control or assume the defense of any part of a such Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against unless the Indemnified Party otherwise agrees in writing, and (ii) legal counsel utilized by the Indemnified Party with respect to such Third Party Claim shall be reasonably acceptable to the Indemnifying Party.

Defense of Claims. If In fulfilling its obligations under this Section 7.3, after the Indemnifying Party has provided each Indemnified Party with a Third written notice of its agreement to indemnify each Indemnified Party Claim under this Section 7.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is made against an reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Party, other than financial obligations for which such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (awhich consent may be given or withheld in its sole discretion) and (iii) the Applicable Indemnifying Party will be entitled not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party’s election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof andor investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party, use of counsel of the Indemnifying Party’s choice could reasonably be expected to give rise to a material conflict of interest, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will shall not be liable have employed counsel reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by to represent the Indemnified Party in connection with within a reasonable time after notice of the defense thereof. If assertion of any such claim or institution of any such action or proceeding, or (c) if the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, shall authorize the Indemnified Party shall (i) cooperate in all reasonable respects with to employ separate counsel at the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Contributor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyContributor, provided that in connection with such assumption such counsel is not reasonably objected satisfactory to by the Indemnified Party. Should the Applicable Indemnifying Party Contributor so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Contributor will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofthereof unless (i) employment of such counsel has been specifically authorized by the Contributor, (ii) the Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between the Indemnified Party and the Contributor in the defense of such action (in which case the Contributor shall not have the right to direct the defense of such action on the Indemnified Party’s behalf), or (iii) the Contributor shall have failed to contest or defend such action within a reasonable time or failed to continue to employ counsel satisfactory to the Indemnified Party, in any of which cases the fees and expenses of the Indemnified Party’s counsel shall be at the Contributor’s cost and expense and subject to the indemnity provided for hereunder. If the Applicable Indemnifying Party Contributor elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Contributor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying PartyContributor’s prior written consent, as the case may be. If the Applicable Indemnifying Party Contributor shall assume the defense of any Third Party Claim, the Contributor shall not settle, compromise or discharge such Third Party Claim without the prior written consent of each applicable Indemnified Party, unless such settlement, compromise or discharge includes a complete release of each such Indemnified Party reasonably satisfactory to such Indemnified Party. If the Contributor shall assume the defense of any Third Party Claim, except as provided above, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Contributor does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Contributor of such terms and the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party Contributor will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Contributor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartyParty or unless the Contributor has demonstrated to the Indemnified Party reasonable financial capacity to meet its obligations with respect to such Third Party Claim.

Defense of Claims. If a Third Party Claim is made against an hereto seeks indemnification under this Section 10, such Party (the "Indemnified Party") shall give written notice to the other Party (the ----------------- "Indemnifying Party") after receiving written notice of any such action, ------------------- lawsuit, proceeding, investigation or other claim against it (aif by a third party) or discovering the Applicable liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of its or their obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined. would entitle the Indemnified Party to indemnity pursuant to this Section 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense thereof andof such action, (b) if it so chooseslawsuit, proceeding, investigation or other claim giving rise to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should 's claim for indemnification at its expense, and at its option (subject to the Applicable limitations set forth below) shall be entitled to appoint lead counsel of such defense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party's right to assume control of such defense, it must first: (i) enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party so elect agrees to assume be fully responsible for all Losses relating to such claims (subject to the defense of a Third Party Claim, the Applicable Indemnifying Party limitations in this Section 10) and that it will not be liable provide full indemnification to the Indemnified Party for all Losses relating to such claim (subject to the limitations in this Section 10); provided, however, that, notwithstanding the foregoing, the Indemnifying Party shall retain all rights to contest, in the manner generally applicable to disputes under this Agreement, its liability under the indemnity provisions hereof; and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any legal such liability; and provided further that the Indemnifying Party shall not have the right to assume control of such defense, and shall pay the fees and expenses subsequently incurred of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves a claim or seeks a type of relief in connection with respect of which the defense thereofIndemnified Party reasonably believes an adverse determination would be detrimental to or injure the Indemnified Party's reputation or future business prospects, or (D) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Applicable Indemnifying Party is permitted to assume and control the defense and elects to assume the defense of a Third Party Claimdo so, the Indemnified Party shall (i) cooperate in all reasonable respects with have the Applicable right to employ counsel separate from counsel employed by the Indemnifying Party in connection with any such defense action and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume to participate in the defense thereof, but the fees and expenses of any Third Party Claim, such counsel employed by the Indemnified Party shall be entitled at the expense of the Indemnified Party unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (b) the Indemnified Party has been advised through a written opinion of counsel (a copy of which must be furnished to participate in (but not controlthe Indemnifying Party) such defense with its own counsel at its own expensethat a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party. If the Applicable Indemnifying Party does not assume shall control the defense of any such Third Party Claimclaim, the Indemnified Indemnifying Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with shall obtain the prior written consent of the Applicable Indemnifying Indemnified Party and upon (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement consented to by the Applicable Indemnifying Partyor cessation, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, an injunction or other equitable relief or relief for other than money damages will be imposed against the Indemnified PartyParty or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, and so long as no Event of Default or Termination Event has occurred and is continuing (a) the Applicable Indemnifying Party Issuer will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyIssuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Issuer so elect to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, the Applicable Indemnifying Party Issuer, as applicable, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofthereof after the date on which the Indemnified Party has had notice of that assumption. If the Applicable Indemnifying Party Issuer elects to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying PartyIssuer’s prior written consent, as the case may be. If the Applicable Indemnifying Party Issuer shall assume the defense of any Third Party ClaimClaim as permitted herein, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Issuer does not assume the defense of any such Third Party ClaimClaim after having been given the option to do so as provided above or if not permitted to do so, the Indemnified Party may defend the same in such manner as it may deem appropriate, including including, subject to the last sentence of this Section 9.03, settling such claim or litigation with after giving at least 5 Business Days prior notice to the prior Issuer and the Servicer of such terms, and, in such circumstance, upon the written consent request of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying indemnified Party, the Applicable Indemnifying Party Issuer will promptly reimburse the Indemnified Party therefor upon written requestfor all of the Losses arising from such Third Party Claim for which it is entitled to be indemnified. Notwithstanding anything The Issuer shall be entitled to participate in (but not control) at its sole expense the defense of such a claim or such litigation with its own counsel. Anything contained in this Note Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Issuer shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, and, if counterclaims exist between the Indemnified Party, on one hand, and the Issuer, on the other hand, the Indemnified Party is not subject to the provisions of this Section 9.03 as to such counterclaims. For so long as no Termination Event or Event of Default shall have occurred, no Indemnified Party shall enter into a settlement, confession of judgment or other compromise with respect to any Third Party Claim in respect of which the Issuer is required to indemnify such Indemnified Party without the prior written consent of the Issuer, which consent or the denial of such consent shall not be unreasonably withheld or delayed, unless, with respect to such settlement, confession of judgment or other compromise by such Indemnified Party, such Indemnified Party waives in writing its right to be indemnified with respect to such Third Party Claim under Section 9.01.

Defense of Claims. (a) If any Indemnity receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "THIRD PARTY CLAIM"), including but not limited to an information document request or a notice of proposed disallowance issued by the Internal Revenue Service relating to a matter covered by Section 5.7, with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnity shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Applicable Indemnifiable Loss that has been or may be sustained by the Indemnity. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnity, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, provided that the Applicable counsel for the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Applicable Indemnifying Party’s prior written consent, as the case may beIndemnity. The Indemnity shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Applicable an Indemnifying Party shall elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any Indemnity may compromise or settle such Third Party Claim, Claim over the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent objection of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, which settlement or compromise shall conclusively establish the Applicable Indemnifying Party's liability pursuant to this Agreement. (b) (i) If, within twenty (20) calendar days after an Indemnity provides written notice to the Indemnifying Party will promptly reimburse of any Third Party Claims, the Indemnified Party therefor upon Indemnity receives written request. Notwithstanding anything contained in this Agreement to notice from the contrary, no Applicable Indemnifying Party shall be entitled that such Indemnifying Party has elected to assume the defense of any part of a such Third Party Claim as provided in Section 8.2 (a) , the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnity in connection with the defense thereof; PROVIDED, HOWEVER, that seeks a temporary restraining orderif the Indemnifying Party shall fail to take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the Indemnity that the Indemnity believes the Indemnifying Party has failed to take such steps, injunction or other equitable relief or relief the Indemnity may assume its own defense and the Indemnifying Party shall be liable for other than money damages against the Indemnified Partyall reasonable expenses thereof.

Defense of Claims. If Upon receipt by the Indemnifying Party of a Third notice from the Indemnified Party Claim is made with respect to any claim of a third party against an the Indemnified Party, (a) and acknowledgment by the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (bwhether after resolution of a dispute or otherwise) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by of the Indemnified Party. Should the Applicable Indemnifying Party so elect ’s right to assume the defense of a Third Party Claimindemnification hereunder with respect to such claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim with counsel reasonably satisfactory to the Indemnified Party Claimand the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof. If the Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of such claim, the Indemnified Party shall be entitled have the right to participate in (but not control) such defense with employ its own counsel in any such case, but the fees and expenses of such counsel shall be at its own expensethe expense of the Indemnified Party, unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and the Indemnified Party that makes it improper for one counsel to represent both parties, in which case the reasonable fees and expenses of one separate counsel to the Indemnified Party shall be at the expense of the Indemnifying Party. If the Applicable Indemnifying Party does not assume the defense of any a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party shall have the right to participate in the defense of such Third Party Claimclaim through counsel of its choice, at the Indemnifying Party’s expense, and the Indemnified Party may defend shall have control over the same in litigation and authority to resolve such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyclaim.

Defense of Claims. If a Third Party Claim is made against an Indemnified PartySubject to the last sentence of this Section 10.4, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel any claim for which indemnification has been sought under this Article X resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not reasonably objected to by a Party hereto (a “Third Party Claim”), the Indemnified Party. Should the Applicable Indemnifying Party so elect to may assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without (unless such Indemnitee elects not to seek indemnity hereunder for such Third Party Claim), upon written notice to the Applicable Indemnifying Party’s prior written consent, as the case may berelevant Indemnitee. If the Applicable Indemnifying Party Parties shall assume have assumed the defense of any Third Party Claim in accordance with this Section 10.4, the Indemnifying Parties shall be authorized to settle, or consent to the entry of any judgment arising from, any such Third Party Claim, without the Indemnified prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof (less any unapplied portion of the Minimum Amount and up to the Maximum Amount); provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such Third Party Claim. Each Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriatewith its own counsel and at its own expense. Each Indemnitee shall, including settling such claim or litigation and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the prior written consent Indemnifying Parties in the defense of the Applicable Indemnifying any Third Party and upon any such settlement consented to Claim being defended by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written requestParties pursuant to this Section 10.4. Notwithstanding anything contained in this Agreement to the contrary, no Applicable The assumption of any defense hereunder by an Indemnifying Party shall not be entitled to deemed an admission of responsibility for the Third Party Claim. If the Indemnifying Parties do not assume the defense of any Third Party Claim in accordance with the terms of this Section 10.4, the Indemnitee must defend against such Third Party Claim. The Indemnitee shall not pay, or permit to be paid, any part of a settlement or a judgment arising from a Third Party Claim that seeks unless the Indemnifying Parties consent in writing to such payment or unless a temporary restraining order, injunction final judgment from which no appeal may be taken by or other equitable relief or relief for other than money damages on behalf of the Indemnifying Party is entered against the Indemnified Party.Indemnitee for such Third Party Claim; provided, however, (a) that the Indemnifying Party shall respond no later than the earlier of (i) ten (10) Business Days or (ii) the response deadline required by the terms of such settlement offer (provided the Indemnifying Party is given reasonable advance notice of the deadline) with respect to its consent to such settlement or judgment and (b) if Seller is the Indemnifying Party such consent (or withholding of consent) shall be given by the Seller Representative. If the Indemnitee assumes the defense of any Third Party Claim in accordance with this Section 10.4 and proposes to settle such Third Party Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnitee shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement negotiations or assume or reassume the defense of such Third Party Claim. Any Asbestos Claims described on Exhibit I shall be handled in accordance with the procedures described in Exhibit I.

Defense of Claims. 16.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 16, the Indemnifying Party shall be entitled entitled, at its option, to participate assume and control in the defense thereof andof such claim, (b) if it action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice prompt notice of its intention to do so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party and reimburses the Indemnified Party for any legal the reasonable cost and expenses subsequently incurred by the Indemnified Party in connection with prior to the defense thereof. If assumption by the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the such defense. 16.4.2 The Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit settle or compromise any liability with respect toclaim, demand, action, suit or settle, compromise or discharge, such Third Party Claim proceeding without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 16.4.3 If the Indemnified Party has exercised its rights under this Article 16.4.1 , the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). 16.4.4 For the avoidance of doubt, it is hereby expressly clarified that in the event the Indemnifying Party exercises its rights under Article 16.4.1, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: 16.4.4.1 the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or 16.4.4.2 the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable conduct of the defense of such action; or 16.4.4.3 the Indemnifying Party shall be entitled not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against such action and shall have been so notified by the Indemnified Party; or 16.4.4.4 the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-parts (b), (c) or (d) of this Article 16.4.4 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defense of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Contributor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyContributor, provided that in connection with such assumption such counsel is not reasonably objected satisfactory to by the Indemnified Party. Should the Applicable Indemnifying Party Contributor so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Contributor will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofthereof unless (i) employment of such counsel has been specifically authorized by the Contributor, (ii) the Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between the Indemnified Party and the Contributor in the defense of such action (in which case the Contributor shall not have the right to direct the defense of such action on the Indemnified Party's behalf), or (iii) the Contributor shall have failed to contest or defend such action within a reasonable time or failed to continue to employ counsel satisfactory to the Indemnified Party, in any of which cases the fees and expenses of the Indemnified Party's counsel shall be at the Contributor's cost and expense and subject to the indemnity provided for hereunder. If the Applicable Indemnifying Party Contributor elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Contributor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Contributor's prior written consent, as the case may be. If the Applicable Indemnifying Party Contributor shall assume the defense of any Third Party Claim, the Contributor shall not settle, compromise or discharge such Third Party Claim without the prior written consent of each applicable Indemnified Party, unless such settlement, compromise or discharge includes a complete release of each such Indemnified Party reasonably satisfactory to such Indemnified Party. If the Contributor shall assume the defense of any Third Party Claim, except as provided above, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Contributor does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Contributor of such terms and the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party Contributor will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Contributor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartyParty or unless the Contributor has demonstrated to the Indemnified Party reasonable financial capacity to meet its obligations with respect to such Third Party Claim.

Defense of Claims. (a) If any claim or Action by a Third third party arises after the date hereof for which an Indemnifying Party Claim may be liable under the terms of this Agreement, then the Indemnified Party shall notify the Indemnifying Party (with Seller acting as agent for each Shareholder for purposes of any such claim or Action) within a reasonable time after such claim or Action arises and is made against an known to the Indemnified Party, (a) and shall give the Applicable Indemnifying Party will be entitled a reasonable opportunity: (i) to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that conduct any proceedings or negotiations in connection with such assumption such counsel is not reasonably objected therewith and necessary or appropriate to by defend the Indemnified Party; (ii) to take all other required steps or proceedings to settle or defend any such claim or Action; and (iii) to employ counsel to contest any such claim or Action in the name of the Indemnified Party or otherwise. Should The expenses of all proceedings, contests or lawsuits with respect to such claims or Actions shall be borne by the Applicable Indemnifying Party. If the Indemnifying Party so elect wishes to assume the defense of a Third Party Claimsuch claim or Action, then the Applicable Indemnifying Party will not be liable shall give written notice to the Indemnified Party within 30 days after notice from the Indemnified Party of such claim or Action (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to the Indemnifying Party, in which event the Indemnifying Party shall notify the Indemnified Party at least 10 days prior to such reasonably required response date), and the Indemnifying Party shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall have the right to control the defense of the claim or Action unless and until the Indemnifying Party shall (i) assume the defense of such claim or Action, and (ii) acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder to the Indemnified Party in connection with such claim or Action. (b) If the Indemnifying Party does not assume the defense of, or if after so assuming the Indemnifying Party fails to defend, any such claim or Action, then the Indemnified Party may defend against such claim or Action in such manner as such Indemnified Party may deem appropriate (provided that the Indemnifying Party may participate in such defense at its own expense) provided that the Indemnified Party may not settle such claim or Action without the Indemnifying Party's prior written consent, which will not be unreasonably withheld, and the Indemnifying Party shall promptly reimburse the Indemnified Party for any the amount of all expenses, legal expenses subsequently and otherwise, reasonably and necessarily incurred by the Indemnified Party in connection with the defense thereofagainst and settlement of such claim or Action. If no settlement of such claim or Action is made, the Applicable Indemnifying Party elects shall satisfy any judgment rendered with respect to assume such claim or in such Action, before the Indemnified Party is required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Party in the defense of such claim or Action. (c) If an Order is rendered against the Indemnified Party in any Action covered by the indemnification hereunder, or any Lien in respect of such Order attaches to any of the assets of the Indemnified Party, the Indemnifying Party shall immediately upon such entry or attachment pay any amount required by such Order in full or discharge such Lien unless, at the expense and request of the Indemnifying Party, an appeal is taken under which the execution of the Order or satisfaction of the Lien is stayed. If and when a Third final Order is rendered in any such Action, the Indemnifying Party Claimshall forthwith pay any amount required by such Order or discharge such Lien before the Indemnified Party is compelled to do so. (d) If any claim for Indemnified Losses or Seller Indemnified Losses that does not relate to claim or Action by a third party arises after the date hereof, the Indemnified Party shall (i) cooperate in all reasonable respects with provide written notice thereof to the Applicable Indemnifying Party. The amount and liability for such claim shall be deemed final unless the Indemnifying Party notifies the Indemnified Party in connection with writing within forty-five (45) days of its receipt of such defense and (ii) not admit written notice that it disputes such claim. Until such claim becomes final or is resolved, Purchaser shall have the right to withhold the amount of such claim from any liability with respect to, payments due to either Shareholder under the First Consulting Agreement or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consentSecond Consulting Agreement, as the case may be. If the Applicable The Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim pay or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to for any such Indemnified Loss or Seller Indemnified Losses, as the contrarycase may be, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partywithin thirty (30) days after such loss is deemed final.

Defense of Claims. If Any Buyer Indemnitee or Seller Indemnitee ----------------- (the "Indemnified Party") seeking indemnification under this Agreement shall ----------------- give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a Third Party notice (a "Claim is made against Notice") describing in reasonable detail ---------- ------------ the facts giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. Upon receipt by the Indemnitor of a Claim Notice from an Indemnified PartyParty with respect to any claim of a third party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to such Indemnitor may assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party and, in connection such event, shall agree to pay and otherwise discharge with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party ClaimIndemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the Indemnified Party shall (i) cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and attend all reasonable respects with the Applicable Indemnifying Party such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such defense and (ii) not admit therewith. Without in any liability with respect toway limiting its obligations hereunder, or settle, compromise or discharge, such Third Party Claim without if the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Indemnitor does not assume the defense thereof, the Indemnitor shall similarly cooperate with the Indemnified Party in such defense or prosecution. The Indemnified Party shall have the right to participate in the defense or prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Party shall have reasonably concluded that there exists a significant conflict of interest with respect to the conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any such Third Party Claimaction on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the -------- Indemnitor shall not agree to the settlement of any claim which constitutes the subject of a Claim Notice which settlement in the reasonable opinion of the Indemnified Party may defend would have an adverse continuing effect on the same in such manner as it may deem appropriate, including settling such claim or litigation with business of the Indemnified Party without the prior written consent of the Applicable Indemnifying Indemnified Party. The Indemnified Party and upon shall give written notice to the Indemnitor of any proposed settlement of any suit, which settlement the Indemnitor may, if it shall have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such settlement consented to by notice. Notwithstanding the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse foregoing the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement shall have the right to the contrarypay or settle any suit for which indemnification has been sought and is available hereunder, no Applicable Indemnifying Party shall be entitled to assume provided that, if -------- the defense of any part of a Third Party Claim that seeks a temporary restraining ordersuch claim shall have been assumed by the Indemnitor, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.Party shall automatically be deemed to have waived any right to indemnification hereunder. ARTICLE 9A

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Seller or AFL, as applicable, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartySeller or AFL, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Seller or AFL, subject to Section 12.10, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Seller or AFL so elect to assume the defense of a Third Party Claim, neither the Applicable Indemnifying Party Seller nor AFL will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Seller or AFL elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Seller and AFL in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Seller's or AFL's prior written consent, as the case may be. If the Applicable Indemnifying Party Seller or AFL shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Seller or AFL does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Seller and AFL of the Applicable Indemnifying Party and upon any such settlement consented terms and, subject to by the Applicable Indemnifying PartySection 12.10, the Applicable Indemnifying Party Seller and AFL will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Certificate Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party neither the Seller nor AFL shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Loan Originator will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyLoan Originator, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Loan Originator first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Loan Originator so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Loan Originator will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Loan Originator elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Loan Originator in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Loan Originator's prior written consent, as the case may be. If the Applicable Indemnifying Party Loan Originator shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Loan Originator does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Loan Originator of such terms and the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party Loan Originator will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Loan Originator shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against an Indemnified Party unless the Loan Originator has demonstrated to such Indemnified PartyParty reasonable financial capacity to meet its obligations with respect to such Third Party Claim.

Defense of Claims. If Within thirty (30) days after delivery of an Indemnification Notice indicating any action, suit or proceeding brought by a third party against the Indemnified Party that is based upon, or includes assertions relating to, any item listed in Sections 15.1 (a), 15.2(a) or 15.3 (each, a “Third Party Claim is made against an Indemnified PartyClaim”), (a) the Applicable Indemnifying Party will be entitled may, upon written notice thereof to participate in the defense thereof andapplicable Indemnified Parties, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume control of the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without with counsel reasonably satisfactory to the Applicable Indemnifying Party’s prior written consent, as the case may beapplicable Indemnified Parties. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume control of such defense, then the applicable Indemnified Parties shall control such defense with the costs and expenses incurred by the Indemnified Parties in connection with such defense, including reasonably attorneys’ fees, other professionals’ fees and court or arbitration costs, to be included in the Damages for which the Indemnified Parties may seek indemnification under this Section 15 whether or not such Third Party Claim is successful. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of any such defense and the counsel selected by the Indemnifying Party concludes that such counsel has a conflict of interest due to the existence of conflicting or different defenses available to the Indemnifying Parties and the Indemnified Parties with respect to such Third Party Claim, then the reasonable fees and expenses of one firm of separate counsel for all of the applicable Indemnified Parties shall be paid by the Indemnifying Party. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof (including the provision of copies of all pleadings, motions and communications) and shall consider in good faith recommendations made by the other party with respect thereto. The applicable Indemnified Parties shall not agree to any settlement of a Third Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with Claim without the prior written consent of the Applicable Indemnifying Party and upon Parties, which consent shall not be unreasonably withheld or delayed. The Indemnifying Parties shall not agree to any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining orderwithout the prior written consent of the applicable Indemnified Parties, injunction which consent shall not be unreasonably withheld or other equitable relief or relief for other than money damages against the Indemnified Partydelayed.

Defense of Claims. If Upon receipt by the Indemnifying Party of a Third notice from the Indemnified Party Claim is made with respect to any claim of a third party against an the Indemnified Party, (a) and acknowledgment by the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (bwhether after resolution of a dispute or otherwise) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by of the Indemnified Party. Should the Applicable Indemnifying Party so elect ’s right to assume the defense of a Third Party Claimindemnification hereunder with respect to such claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim with counsel reasonably satisfactory to the Indemnified Party Claimand the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof, provided that the Indemnified Party is reimbursed in advance by the Indemnifying Party for its costs in connection therewith. If the Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of such claim, the Indemnified Party shall be entitled have the right to participate in (but not control) such defense with employ its own counsel in any such case, but the fees and expenses of one such counsel shall be at its own expensethe expense of the Indemnified Party, unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and the Indemnified Party that makes it improper for one counsel to represent both parties, in which case the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Applicable Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, or may establish a precedential custom or practice adverse to any Indemnified Party, Purchased Entity, Shares, the Avure Sweden Shares or the Business, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld where such settlement involves solely the payment of monetary damages). If the Indemnifying Party does not assume the defense of any a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party shall have the right to participate in the defense of such Third Party Claimclaim through counsel of its choice, at the Indemnifying Party’s expense, and the Indemnified Party may defend shall have control over the same in such manner as it may deem appropriate, including settling litigation and authority to resolve such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented subject to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartySection 9.3.

Defense of Claims. If In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Third third party, Parent shall give the Stockholders’ Representative prompt notice of such claim and the Stockholders’ Representative on behalf of the Indemnifying Party Claim is made against an at its cost and expense (the sole source of satisfaction of such cost and expense shall be the Escrow Account pursuant to the terms of the Escrow Agreement) and with counsel reasonably satisfactory to the Parent Indemnified Party may, upon written notice to the Parent Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim or legal proceeding if (i) the Escrow Account is comprised of sufficient financial resources to defend against such third-party claim and fulfill the Indemnifying Party’s highest reasonably likely Losses with respect to such claim or legal proceeding, (ii) the third-party claim does not seek an injunction or other equitable relief against or adversely affecting a Parent Indemnified Party, (iii) the Indemnifying Party Claimacknowledges in writing its obligation to indemnify the Parent Indemnified Party against any Losses that may result from the third-party claim (subject to the sufficiency of the funds in the Escrow Account), and (iv) the Indemnifying Party agrees in writing not to settle such claim or proceeding without the prior written consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld. If the Stockholders’ Representative so assumes, the Parent Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its own counsel at its own expense. If ; provided, however, that if there are one or more legal defenses available to the Applicable Parent Indemnified Party that conflict with those available to the Indemnifying Party, or the Indemnifying Party does not fails to take reasonable steps necessary to defend diligently the claim after receiving written notice from the Parent Indemnified Party that it reasonably believes that the Indemnifying Party has failed to do so, the Parent Indemnified Party may assume the defense of any such Third Party Claimclaim; and provided, further, that the Parent Indemnified Party may defend the same in such manner as it may deem appropriate, including settling not settle such claim or litigation with without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, which consent may not be unreasonably withheld. If the Applicable Indemnifying Party will promptly reimburse the Parent Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement assumes the defense of the claim, the Parent Indemnified Party shall be reimbursed out of the Escrow Account pursuant to the contraryterms of the Escrow Agreement on a quarterly basis, no Applicable provided a notice of such claim is first provided and resolved in accordance with Section 10.02, for reasonable fees and expenses of counsel retained by the Parent Indemnified Party and the Indemnifying Party shall be entitled to assume participate in (but not control) the defense of such claim, with its counsel at its own expense; provided, however, that the Parent Indemnified Party shall not be reimbursed for fees and expenses of more than one separate firm. If the Indemnifying Party thereafter seeks to question the manner in which the Parent Indemnified Party defended such third party claim or the amount or nature of any part such settlement, the Indemnifying Party shall have the burden to prove, by a preponderance of the evidence, that the Parent Indemnified Party did not defend or settle such third-party claim in a Third Party Claim that seeks a temporary restraining orderreasonably prudent manner. The parties agree to render, injunction without compensation, to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other, including providing such documents and records as may be pertinent and the time and attention of such personnel as may reasonably be necessary, in order to ensure the proper and adequate defense of any action, suit or other equitable relief proceeding, whether or relief for other than money damages against the Indemnified Partynot subject to indemnification hereunder.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Transferor or the Servicer, as applicable, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyTransferor or the Servicer, as applicable, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Transferor or the Servicer, as applicable, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Transferor or the Servicer so elect to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, the Applicable Indemnifying Party Transferor or the Servicer, as applicable, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Transferor or the Servicer elects to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Transferor or the Servicer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying PartyTransferor’s or the Servicer’s prior written consent, as the case may be. If the Applicable Indemnifying Party Transferor or the Servicer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Transferor or the Servicer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Transferor and the Servicer of such terms, and the Applicable Indemnifying Party and upon any such settlement consented to by Transferor or the Applicable Indemnifying Party, the Applicable Indemnifying Party Servicer will promptly reimburse the Indemnified Party therefor for all of its Losses upon written request. Notwithstanding anything Anything contained in this Certificate Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party neither the Transferor nor the Servicer shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, and, if counterclaims exist between the Indemnified Party, on one hand, and the Transferor and/or the Servicer, on the other hand, the Indemnified Party is not subject to the provisions of this Section 8.03 as to such counterclaims.

Defense of Claims. (a) If any Indemnity receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a “Third Party Claim”), including but not limited to an information document request or a notice of proposed disallowance issued by the Internal Revenue Service relating to a matter covered by Section 5.7, with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnity shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Applicable Indemnifiable Loss that has been or may be sustained by the Indemnity. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnity, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party’s own counsel, provided that the Applicable counsel for the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Applicable Indemnifying Party’s prior written consent, as the case may beIndemnity. The Indemnity shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Applicable an Indemnifying Party shall elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any Indemnity may compromise or settle such Third Party Claim, Claim over the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent objection of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, which settlement or compromise shall conclusively establish the Applicable Indemnifying Party’s liability pursuant to this Agreement. (b) (i) If, within twenty (20) calendar days after an Indemnity provides written notice to the Indemnifying Party will promptly reimburse of any Third Party Claims, the Indemnified Party therefor upon Indemnity receives written request. Notwithstanding anything contained in this Agreement to notice from the contrary, no Applicable Indemnifying Party shall be entitled that such Indemnifying Party has elected to assume the defense of any part of a such Third Party Claim as provided in Section 8.2 (a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnity in connection with the defense thereof; provided, however, that seeks a temporary restraining orderif the Indemnifying Party shall fail to take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the Indemnity that the Indemnity believes the Indemnifying Party has failed to take such steps, injunction or other equitable relief or relief the Indemnity may assume its own defense and the Indemnifying Party shall be liable for other than money damages against the Indemnified Partyall reasonable expenses thereof.

Defense of Claims. If a Third Party Claim is made against an Indemnified Partyone or more Claimants, (a) the Applicable Indemnifying Indemnitor will have the right to participate in the defense of that Third Party Claim and, if it so chooses, assume at its expense the defense of that Third Party Claim with counsel selected by the Indemnitor and reasonably satisfactory to the Claimant. If the Indemnitor assumes defense of any Third Party Claim, the Claimant will be entitled to participate in the defense thereof andof that Third Party Claim and to employ counsel, at its own expense (b) if it so choosessubject to the foregoing sentence), separate from counsel employed by the Indemnitor, but the Indemnitor will be remain authorized to control that defense except as stated above. The Indemnitor will be liable for the fees and expenses of counsel employed by the Claimant for any period during which the Indemnitor did not assume the defense thereof of any Third Party Claim (other than during any period in which the Claimant failed to give notice of the Third Party Claim as provided above and a reasonable period after such notice) or as stated above. If the Indemnitor chooses to defend or prosecute a Third Party Claim, the Parties will cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnitor records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. If the Indemnitor chooses to defend or prosecute any Third Party Claim, the Claimant will agree to any settlement, compromise or discharge of that Third Party Claim that the Indemnitor recommends, except that the Indemnitor may not without the Claimant’s prior written consent agree to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Claimant or that does not include as an unconditional term that each claimant or plaintiff give to the Claimant a release from all liability with counsel selected by respect to that Third Party Claim. Whether or not the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume Indemnitor has assumed the defense of a Third Party Claim, the Applicable Indemnifying Party Claimant will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such that Third Party Claim for which indemnification is sought hereunder without the Applicable Indemnifying PartyIndemnitor’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. (a) If a Third Purchaser Indemnified Party Claim is made against an or Parent Indemnified Party, as the case may be (aan “Indemnified Party”), shall receive notice of the assertion of any claim with respect to which a party required to provide indemnification hereunder (an “Indemnifying Party”) the Applicable may be obligated under this Agreement to provide indemnification, such Indemnified Party shall give such Indemnifying Party will prompt notice thereof; provided, however, that the failure of any Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 11, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe the claim in reasonable detail, and, if practicable, shall indicate the estimated amount of the Indemnifiable Loss that has been or may be entitled sustained by such Indemnified Party. (b) An Indemnifying Party, at such Indemnifying Party’s own expense and through counsel reasonably chosen by such Indemnifying Party, may elect to participate defend any third party claim; and if it so elects, it shall, within twenty (20) Business Days after receiving notice of such third party claim (or sooner, if the nature of such third party claim so requires), notify the Indemnified Party of its intent to do so, and such Indemnified Party shall cooperate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable of such third party claim. Such Indemnifying Party shall pay such Indemnified Party, provided that ’s reasonable out-of-pocket expenses incurred in connection with such assumption such counsel is not reasonably objected to by the Indemnified Partycooperation. Should the Applicable After notice from an Indemnifying Party so elect to an Indemnified Party of its election to assume the defense of a Third Party Claimthird party claim, the Applicable such Indemnifying Party will shall not be liable to the such Indemnified Party under this Article 11 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim; provided, the however, that such Indemnified Party shall have the right to employ one counsel (and any necessary local counsel) to represent such Indemnified Party and all other persons entitled to indemnification in respect of such claim hereunder (which counsel shall be acceptable to the Indemnifying Party in its reasonable judgment) if, in such Indemnified Party’s reasonable judgment, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such claim, and in that event (i) cooperate in the reasonable fees and expenses of one such separate counsel (and any necessary local counsel) for all reasonable respects with the Applicable Indemnified Parties shall be paid by such Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, each of such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the and such Indemnified Party shall be entitled have the right to participate in (but not control) such defense with direct its own counsel at its own expensedefense in respect of such claim. If the Applicable any Indemnifying Party does elects not assume the defense to defend against a third party claim, or fails to notify an Indemnified Party of any its election within such Third Party Claimtwenty (20) Business day period, the such Indemnified Party may defend defend, compromise and settle such third party claim; provided, however, that no such Indemnified Party may settle or compromise any third party claim as to which the same Indemnifying Party has acknowledged in writing (in form and substance reasonably satisfactory to the Indemnified Party) its indemnification obligations hereunder, or consent to the entry of any Judgment with respect to such manner as it may deem appropriatea third party claim, including settling such claim or litigation with without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable (which consent shall not be unreasonably withheld). The Indemnifying Party will promptly reimburse may defend, compromise and settle any third party claim on such terms as it deems appropriate, provided, however, that no Indemnifying Party may settle or compromise any third party claim or consent to the entry of any Judgment, without the prior written consent of the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party (which consent shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyunreasonably withheld).

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Loan Originator will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyLoan Originator, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Loan Originator first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Loan Originator so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Loan Originator will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Loan Originator elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Loan Originator in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Loan Originator's prior written consent, as the case may be. If the Applicable Indemnifying Party Loan Originator shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Loan Originator does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Loan Originator of such terms and the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party Loan Originator will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Note Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Loan Originator shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against an Indemnified Party unless the Loan Originator has demonstrated to such Indemnified PartyParty reasonable financial capacity to meet its obligations with respect to such Third Party Claim.

Defense of Claims. If In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Third third party, Parent shall give the Stockholders’ Representative prompt notice of such claim and the Stockholders’ Representative on behalf of the Indemnifying Party Claim is made against an at its cost and expense (the sole source of satisfaction of such cost and expense shall be the Escrow Account pursuant to the terms of the Escrow Agreement) and with counsel reasonably satisfactory to the Parent Indemnified Party may, upon written notice to the Parent Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim or legal proceeding if (i) the Escrow Account is comprised of sufficient financial resources to defend against such third-party claim and fulfill the Parent Indemnified Party’s highest reasonably likely Losses with respect to such claim or legal proceeding, (ii) the third-party claim does not seek an injunction or other equitable relief against or adversely affecting a Parent Indemnified Party, (iii) the Indemnifying Party Claimacknowledges in writing its obligation to indemnify the Parent Indemnified Party against any Losses that may result from the third-party claim (subject to the sufficiency of the funds in the Escrow Account), and (iv) the Indemnifying Party agrees in writing not to settle such claim or proceeding without the prior written consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld. If the Stockholders’ Representative so assumes, the Parent Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its own counsel at its own expense. If ; provided, however, that if there are one or more legal defenses available to the Applicable Parent Indemnified Party that conflict with those available to the Indemnifying Party, or the Indemnifying Party does not fails to take reasonable steps necessary to defend diligently the claim after receiving written notice from the Parent Indemnified Party that it reasonably believes that the Indemnifying Party has failed to do so, the Parent Indemnified Party may assume the defense of any such Third Party Claimclaim; and provided, further, that the Parent Indemnified Party may defend the same in such manner as it may deem appropriate, including settling not settle such claim or litigation with without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, which consent may not be unreasonably withheld. If the Applicable Indemnifying Party will promptly reimburse the Parent Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement assumes the defense of the claim, the Parent Indemnified Party shall be reimbursed out of the Escrow Account pursuant to the contraryterms of the Escrow Agreement on a quarterly basis, no Applicable provided a notice of such claim is first provided and resolved in accordance with Section 10.02, for reasonable fees and expenses of counsel retained by the Parent Indemnified Party and the Indemnifying Party shall be entitled to assume participate in (but not control) the defense of such claim, with its counsel at its own expense; provided, however, that the Parent Indemnified Party shall not be reimbursed for fees and expenses of more than one separate firm. If the Indemnifying Party thereafter seeks to question the manner in which the Parent Indemnified Party defended such third party claim or the amount or nature of any part such settlement, the Indemnifying Party shall have the burden to prove, by a preponderance of the evidence, that the Parent Indemnified Party did not defend or settle such third-party claim in a Third Party Claim that seeks a temporary restraining orderreasonably prudent manner. The parties agree to render, injunction without compensation, to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other, including providing such documents and records as may be pertinent and the time and attention of such personnel as may reasonably be necessary, in order to ensure the proper and adequate defense of any action, suit or other equitable relief proceeding, whether or relief for other than money damages against the Indemnified Partynot subject to indemnification hereunder.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Contributor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyContributor, provided that in connection with such assumption such counsel is not reasonably objected satisfactory to by the Indemnified Party. Should the Applicable Indemnifying Party Contributor so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Contributor will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofthereof unless (i) employment of such counsel has been specifically authorized by the Contributor, (ii) the Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between the Indemnified Party and the Contributor in the defense of such action (in which case the Contributor shall not have the right to direct the defense of such action on the Indemnified Party's behalf), or (iii) the Contributor shall have failed to contest or defend such action within a reasonable time or failed to continue to employ counsel satisfactory to the Indemnified Party, in any of which cases the fees and expenses of the Indemnified Party's counsel shall be at the Contributor's cost and expense and subject to the indemnity provided for hereunder. If the Applicable Indemnifying Party Contributor elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Contributor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Contributor's prior written consent, as the case may be. If the Applicable Indemnifying Party Contributor shall assume the defense of any Third Party Claim, the Contributor shall not settle, compromise or discharge such Third Party Claim without the prior written consent of each applicable Indemnified Party, unless such settlement, compromise or discharge includes a complete release of each such Indemnified Party reasonably satisfactory to such Indemnified Party. If the Contributor shall assume the defense of any Third Party Claim, except as provided above, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Contributor does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Contributor of the Applicable Indemnifying Party and upon any such settlement consented terms and, subject to by the Applicable Indemnifying PartySection 10.09 hereof, the Applicable Indemnifying Party Contributor will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Contributor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartyParty or unless the Contributor has demonstrated to the Indemnified Party reasonable financial capacity to meet its obligations with respect to such Third Party Claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in In connection with such assumption such counsel is not reasonably objected any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claimthird party, the Indemnified Party shall (i) cooperate in all reasonable respects with give the Applicable Indemnifying Party in connection with prompt notice of such defense claim and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall at its sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any Third such claim or legal proceeding if (1) the third-party claim does not seek an injunction or other equitable relief against or adversely affecting a Indemnified Party, (2) the Indemnifying Party Claimacknowledges in writing its obligation to indemnify the Indemnified Party against any Losses that may result from the third-party claim, and (3) the Indemnifying Party agrees in writing not to settle such claim or proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its counsel at its own expense; provided, however, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes that the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such claim; and provided further, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnified Party shall be reimbursed by the Indemnifying Party on a monthly basis for reasonable fees and expenses of counsel retained by the Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel at its own expense. If the Applicable Indemnifying Party does thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove, by a preponderance of the evidence, that the Indemnified Party did not assume defend or settle such third-party claim in a reasonable, prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other, including providing such documents and records as may be pertinent and the time and attention of such personnel as may reasonably be necessary, in order to ensure the proper and adequate defense of any such Third Party Claimaction , the Indemnified Party may defend the same in such manner as it may deem appropriatesuit or proceeding, including settling such claim whether or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented not subject to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyindemnification hereunder.

Defense of Claims. (a) If an indemnification claim involves a claim by a third party (a “Third Party Claim”), the party or parties seeking indemnification hereunder (each, an “Indemnified Party”) shall give the party or parties from whom indemnification is sought or to be sought (each, an “Indemnifying Party”) prompt written notice of the Third Party Claim is made against an Indemnified Party(a “Third Party Claim Notice”), (a) and shall provide the Applicable Indemnifying Party will be entitled with all information delivered to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a such Third Party Claim, together with such information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced thereby. (b) The Indemnifying Party will have the right and obligation to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) cooperate in all reasonable respects with the Applicable Indemnifying Party notifies the Indemnified Party in connection with such defense writing within twenty (20) days after the Indemnified Party’s delivery of the Third Party Claim Notice that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) not admit any liability the Indemnifying Party provides the Indemnified Party with respect to, or settle, compromise or discharge, such evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim without and fulfill its indemnification obligations hereunder, (iii) the Applicable Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (iv) the Indemnifying Party’s prior written consent, as Party conducts the case may bedefense of the Third Party Claim reasonably and diligently. If the Applicable Indemnifying Party shall assume assumes the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in (but not control) such defense and make available to the Indemnifying Party all pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with its own Section 9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its own expense. If the Applicable Indemnifying Party does not assume sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). Notwithstanding the foregoing, in the event that an Indemnified Party withholds consent to a judgment or settlement with respect to a Third Party Claim that (A) would not involve a finding or admission of wrongdoing, (B) includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim and (C) does not impose equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, then the Indemnifying Party shall have no further obligation to defend such Third Party Claim and will not be liable for any amount in excess of the amount it would have owed pursuant to such judgment or settlement. (d) In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (at least monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9; provided, however, that if the Indemnified Party defends any Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with without the prior written consent of the Applicable Indemnifying Party, such consent not to be unreasonably withheld, shall not enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver prompt notice of such claim (a “Direct Claim Notice”) to the Indemnifying Party, but in no event after the expiration of the applicable time period for such claim under Section 9.1. Subject to the time limitations set forth in Section 9.1, the failure to promptly provide such Direct Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 9, except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party, except as specifically provided in this Section 9. If the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days following its receipt of such Direct Claim Notice that the Indemnifying Party does not dispute its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such Direct Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees in writing that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days following its receipt of such Direct Claim Notice that it disputes such indemnification obligation, the Indemnified Party shall be entitled to pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Section 9. (f) Upon determination of the amount due with respect any matter which is subject to indemnification under this Section 9 pursuant to either (i) a written agreement between the Indemnifying Party and upon any such settlement consented the Indemnified Party or (ii) a final judgment or order of a court of competent jurisdiction, the Indemnifying Party shall, subject to the other terms hereof, pay to the Indemnified Party or the Person entitled thereto, as applicable, the amount owing by the Applicable Indemnifying Party with respect to such matter within ten (10) business days thereafter. (g) To the extent that the Indemnifying Party makes or is required to make any indemnification payment to the Indemnified Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume exercise at its expense, and shall be subrogated to, any rights and remedies (including rights of indemnity, rights of contribution and other rights of recovery) that the defense Indemnified Party may have against any other Person with respect to any Losses to which such indemnification payment is related; provided, however, in the case where the Indemnified Party is a Purchaser Indemnified Party, such right shall not apply with respect to any rights or remedies against such Indemnified Party’s clients or any Member without the prior consent of any part such Indemnified Party. The Indemnified Party shall permit the Indemnifying Party to use the name of a Third the Indemnified Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against and the names of the Indemnified Party’s representatives in any transaction or in any Proceeding or other matter involving any such rights or remedies in such manner as may be approved by the Indemnified Party, such consent not to be unreasonably withheld or delayed.

Defense of Claims. If (a) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim, action or legal proceeding by a person who is not a party to this Agreement (a "Third Party Claim"), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such Third Party Claim is made against an if it acknowledges to the Indemnified PartyParty in writing its obligation to indemnify the Indemnified Party with respect to all elements of such claim; provided, (a) that the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, shall exercise its right to assume the such defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to within twenty (20) days after notice was given by the Indemnified Party. Should In the Applicable event that the Indemnifying Party so elect (i) shall not assume such defense within twenty (20) days of receipt of such notice or (ii) believes in good faith that it is not obligated to indemnify the Indemnified Party with respect to such claim, then the Indemnified Party may retain counsel and conduct defense of such claim as it may, in its sole discretion, deem appropriate. The Parties shall submit such disputed claim to arbitration in accordance with Section 9.03 to resolve the issue of whether the Indemnified Party is entitled to indemnification hereunder with respect to such claim; provided, that such arbitration shall not in any way delay or restrict the Indemnified Party's ability to timely retain counsel and conduct an appropriate defense. Notwithstanding the foregoing, in the event either (x) the Third Party Claim seeks relief other than solely the payment of monetary damages or (y) in the case of a Third Party Claim arising out of a breach of a Seller Capped Representation and Agreement, the maximum amount of such Third Party Claim, together with the aggregate amount of all other claims and other indemnification payments subject to indemnification by the Indemnifying Party which have been asserted prior to such time, exceeds the Cap, the Indemnifying Party shall not be entitled to assume the defense of a such Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects does not assume or is not entitled to assume the defense of a any such Third Party Claim, the Indemnified Party shall (ia) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit defend any liability with respect to, or settle, compromise or discharge, such Third Party Claim without in such manner as it may deem appropriate, including settling 39 such Third Party Claim on such terms as the Applicable Indemnified Party may deem appropriate (but to the extent any such settlement involves payment of money damages which the Indemnified Party seeks from the Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume only be entitled to indemnification to the extent such settlement is entered into in good faith and on commercially reasonable terms) and (b) keep the Indemnifying Party reasonably informed concerning the status of such Third Party Claim and any settlement discussions relating thereto (to the extent reasonably practicable) prior to entering into any such settlement and shall, from time to time, provide the Indemnifying Party with copies of such information and documents concerning such Third Party Claim as the Indemnifying Party reasonably requests, subject to issues of privilege and confidentiality. The Indemnifying Party agrees to cooperate and make available to the Indemnified Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense. In the event (A) the Sellers are the Indemnifying Party and have assumed the defense of a Third Party Claim and (B) fail to defend, or if after commencing or undertaking any such defense, fail to prosecute, withdraw from such defense or conduct such defense in a manner that, in the reasonable opinion of the Purchaser, is detrimental to the Company or the rights of the Purchaser Indemnified Parties, the Purchaser shall have the right to undertake the defense or settlement thereof and to seek indemnification for such expenses. (b) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) control the defense of such defense Third Party Claim with its own counsel and at its own cost and expense. If Notwithstanding anything in this Section 7.04 to the Applicable contrary, the Indemnifying Party does not assume will not, without the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Indemnified Party, (i) settle or compromise any Third Party and upon Claim or consent to the entry of any such settlement consented to judgment which does not include as an unconditional term thereof the delivery by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse claimant or plaintiff to the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a written release from all liability in respect of such action, suit or proceeding or (ii) settle or compromise any Third Party Claim in any manner that seeks (A) involves the sale, forfeiture or loss of, or the creation of any Lien on, any property of such Indemnified Party, (B) involves an award which together with previous awards would exceed the Cap (as to Third Party Claims involving a temporary restraining orderbreach of a Seller Capped Representation and Agreement), injunction or other (C) involves equitable relief or relief for other than money damages remedies against the Indemnified PartyParty or any of its Affiliates.

Defense of Claims. 34.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 34 the Indemnifying Party shall be entitled to participate in the defense thereof andentitled, (b) if it so choosesat its option, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume and control the defense of a Third Party Claimsuch claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the Applicable Indemnifying Party will not be liable counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for any legal the reasonable cost and expenses subsequently incurred by the Indemnified Party in connection with prior to the defense thereof. If assumption by the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may bedefense. If the Applicable The Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall not be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of settle or compromise any such Third Party Claimclaim, the Indemnified Party may defend the same in such manner as it may deem appropriatedemand, including settling such claim action, suit or litigation with proceeding without the prior written consent of the Applicable Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 34.4.2 If the Indemnifying Party has exercised its rights under Clause 34.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). 34.4.3 If the Indemnifying Party exercises its rights under Clause 34.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such Draft Concession Agreement action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: (a) the employment of counsel by such party has been authorized in writing by the Indemnifying Party; or (b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable conduct of the defense of such action; or (c) the Indemnifying Party shall be entitled not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against such action and shall have been so notified by the Indemnified Party.; or (d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either:

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a Party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Applicable Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail (as it is then known to the Indemnitee) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, provided that the Applicable counsel for the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Applicable Indemnifying Party’s prior written consent, as the case may beIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Applicable an Indemnifying Party shall elects not to assume or to participate in the defense of any Third Party Claim, the Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifiable Loss for which the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If may seek indemnification from the Applicable Indemnifying Party does not pursuant to this Agreement. (i) If, within ten (10) calendar days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of any such Third Party ClaimClaim as provided in Section 8.4(a), the Indemnified Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnifying Party shall fail to take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may defend assume its own defense and the same in such manner as it may deem appropriate, including settling such claim or litigation with Indemnifying Party shall be liable for all reasonable expenses thereof. (ii) Without the prior written consent of the Applicable Indemnitee, the Indemnifying Party and upon shall not enter into any such settlement consented of any Third Party Claim which would lead to by liability, constitute an admission of a criminal act or create any financial or other obligation on the Applicable Indemnifying Partypart of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability, the Applicable admission of criminal fault or liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party will promptly reimburse desires to accept and agree to such offer, the Indemnified Indemnifying Party therefor upon shall give written request. Notwithstanding anything contained in this Agreement notice to the contraryIndemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, no Applicable the Indemnifying Party shall be entitled relieved of its obligations to assume defend such Third Party Claim and the defense Indemnitee may contest or defend such Third Party Claim at its own expense. In such event, the maximum liability of any part the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and expenses paid or incurred by Indemnitee up to the date of said notice. (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim that seeks (a temporary restraining order"Direct Claim") shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, injunction stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee becomes aware of such Direct Claim, and the Indemnifying Party shall have a period of thirty (30) calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have accepted such claim. If the Indemnifying Party rejects such claim, the Indemnitee will be free to seek enforcement of its right to indemnification under this Agreement. (d) If the amount of any indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by, from or against any other equitable relief or relief entity, the amount of such reduction (less any out-of-pocket costs incurred in connection therewith and the cost of any adjusted premium charges to the extent directly relating to the claim for other than money damages against such indemnifiable Loss ("Recovery Costs"), together with interest thereon from the Indemnified date of payment thereof at the publicly announced prime rate then in effect of Citibank, shall promptly be repaid by the Indemnitee to the Indemnifying Party. (e) A failure to give timely notice as provided in this Section 8.4 shall not affect the rights or obligations of any Party hereunder except if, and only to the extent that, as a result of such failure, the Party which was entitled to receive such notice was actually prejudiced as a result of such failure.

Defense of Claims. (A) Whenever a Party (“Indemnifying Party”) indemnifies an indemnified party under this Agreement (“Indemnitee”) against Claims, the Indemnifying Party shall defend and hold the Indemnitee harmless against those Claims and against all reasonable costs, expenses and fees of any kind (including attorneys’ fees) incurred by the Indemnitee in defending those Claims. (B) If any Third Party notifies an Indemnitee of any Claim that the Third Party intends to bring or has brought (a “Third Party Claim”) which gives rise to a Claim for indemnification against the Indemnifying Party, then the Indemnitee shall promptly, and in any event within thirty Business Days after receiving notice of the Third Party Claim, notify the Indemnifying Party of the Third Party Claim in writing, giving reasonably detailed information concerning the Third Party Claim. (C) The Indemnifying Party shall have the right to, if requested in writing by the Indemnitee, conduct the defense of the Third Party Claim at its sole cost. An Indemnitee has the right to reasonably object to counsel selected by the Indemnifying Party and select alternative counsel at the cost of the Indemnifying Party. (D) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 13.9(C) the Indemnitee may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. (E) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. (F) Notwithstanding Section 13.9(D), the Indemnitee shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld or delayed. (G) If a Third Party Claim is made against an Indemnified Partymade, (a) each Party agrees to provide to the Applicable Indemnifying other Party will be entitled and its authorized employees and its professional advisers all material technical, legal and financial information necessary or conducive to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the proper defense of a the Third Party Claim, . Each Party shall keep all such information confidential and only use the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party information in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. (a) If any Action arises after the date hereof for ----------------- which an Indemnifying Party may be liable under the terms of this Agreement, then the Indemnified Party shall notify the Indemnifying Party within a Third Party Claim reasonable time after such Action arises and is made against an known to the Indemnified Party, (a) and shall give the Applicable Indemnifying Party will be entitled a reasonable opportunity: (i) to participate conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party; (ii) to take all other required steps or proceedings to settle or defend any such Action; and (iii) to employ counsel to contest any such Action in the defense thereof and, name of the Indemnified Party or otherwise. (b) if it so choosesThe expenses of all proceedings, contests or lawsuits with respect to assume the defense thereof with counsel selected such Actions shall be borne by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by . If the Indemnified Party. Should the Applicable Indemnifying Party so elect wishes to assume the defense of a Third Party Claimsuch Action, then the Applicable Indemnifying Party will not be liable shall give written notice to the Indemnified Party within thirty (30) days after notice from the Indemnified Party of such Action (unless the Action reasonably requires a response in less than thirty (30) days after the notice is given to the Indemnifying Party, in which event the Indemnifying Party shall notify the Indemnified Party at least ten days prior to such reasonably required response date), and the Indemnifying Party shall thereafter assume the defense of any such Action, through counsel reasonably satisfactory to the Indemnified Party; provided, that the Indemnified Party may participate -------- in such defense at its own expense. The Indemnified Party shall have the right to control the defense of the Action unless and until the Indemnifying Party shall assume the defense of such Action. (c) If the Indemnifying Party does not assume the defense of, or if after so assuming the Indemnifying Party fails to defend, any such Action, then the Indemnified Party may defend against such Action in such manner as such Indemnified Party may deem appropriate (provided, that the Indemnifying Party may participate in such defense at its own expense); provided, however, that the -------- ------- Indemnified Party may not settle such Action without the Indemnifying Party's prior written consent, and the Indemnifying Party shall promptly reimburse the Indemnified Party for any the amount of all expenses, legal expenses subsequently and otherwise, reasonably and necessarily incurred by the Indemnified Party in connection with the defense thereofagainst and settlement of such Action. If no settlement of such Action is made, the Applicable Indemnifying Party elects shall satisfy any judgment rendered in such Action, before the Indemnified Party is required to assume do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Party in the defense of a Third Party Claim, such Action. (d) If an Order is rendered against the Indemnified Party shall (i) cooperate in all reasonable respects with any Action covered by the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect toindemnification hereunder, or settleany Lien in respect of such Order attaches to any of the assets of the Indemnified Party, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume immediately upon such entry or attachment pay any amount required by such Order in full or discharge such Lien unless, at the defense expense and request of the Indemnifying Party, an appeal is taken under which the execution of the Order or satisfaction of the Lien is stayed. If and when a final Order is rendered in any Third such Action, the Indemnifying Party Claim, shall forthwith pay any amount required by such Order or discharge such Lien before the Indemnified Party shall be entitled is compelled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partydo so.

Defense of Claims. If In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a Third Party Claim person who is made against an Indemnified Partynot a party to this Agreement, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof at its sole cost and expense and with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable satisfactory to the Indemnified Party for any legal expenses subsequently incurred by may, upon written notice to the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party ClaimParty, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim or legal proceeding if (a) the Indemnifying Party Claimacknowledges to the Indemnified Party in writing, within fifteen (15) days after receipt of notice from the Indemnified Party, its obligations to indemnify the Indemnified Party with respect to all elements of such claim based upon the facts then reasonably known to such Indemnifying Party, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against such third-party claims and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its counsel and at its own expense; PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel retained by the Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If the Applicable Indemnifying Party does thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not assume defend or settle such third party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense of any such Third Party Claimaction, suit or proceeding, whether or not subject to indemnification hereunder. If the indemnification provided for in this Article X is for any reason unenforceable, the Indemnified Party may defend party against whom indemnification was sought agrees to contribute to the same claims for which such indemnification is unenforceable in such manner proportion as it may deem appropriateis appropriate to reflect the relative fault of such party, including settling such claim or litigation with on the prior written consent of the Applicable Indemnifying Party one hand, and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, on the other hand, as well as any other relevant equitable considerations.

Defense of Claims. If a Third Party Claim is made against an a Purchase and Sale Indemnified Party, (a) the Applicable Indemnifying Party Parent Originator will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyParent Originator; provided that, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Purchase and Sale Indemnified Party, (ii) no material conflict of interest shall exist in relation to such Third Party Claim between such Purchase and Sale Indemnified Party and Parent Originator, and (iii) Parent Originator, first admits in writing its liability to indemnify the Purchase and Sale Indemnified Party with respect to all elements of such claim in full to the extent such claim is valid. Should the Applicable Indemnifying Party Originator so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Originators will not be liable to the Purchase and Sale Indemnified Party for any legal expenses subsequently incurred by the Purchase and Sale Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Parent Originator elects to assume the defense of a Third Party Claim, the Purchase and Sale Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Originators in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case consent Parent Originator and any Sub-Originator that may bebe liable with respect to such Third Party Claim. If the Applicable Indemnifying Party Parent Originator shall assume the defense of any Third Party Claim, the Purchase and Sale Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Parent Originator does not assume the defense of any such Third Party Claim, the Purchase and Sale Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent after giving prompt notice of the Applicable Indemnifying such terms to Parent Originator and any other Originator that may be liable for such Third Party Claim, and upon any Parent Originator and such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party Sub-Originator will promptly reimburse the Purchase and Sale Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party Parent Originator shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Purchase and Sale Indemnified Party.

Defense of Claims. 3.5.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 3.4, the Indemnifying Party shall be entitled to participate in the defense thereof andentitled, (b) if it so choosesat its option, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume and control the defense of a Third Party Claimsuch claim, the Applicable Indemnifying Party will not be liable action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for any legal the reasonable cost and expenses subsequently incurred by the Indemnified Party in connection with unless the defense thereof. Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 3.5.2 If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claimhas exercised its rights under Article 3.4.1, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of settle or compromise any such Third Party Claimclaim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim action suit or litigation with proceeding without the prior written consent of the Applicable Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 3.5.3 If the Indemnifying Party exercises its rights under Article 3.4.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: i. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or ii. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume conduct of the defense defence of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.such action; or

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a Party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Applicable Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail (as it is then known to the Indemnitee) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, provided that the Applicable counsel for the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Applicable Indemnifying PartyIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s prior written consent, as the case may beown expense. If the Applicable an Indemnifying Party shall elects not to assume or to participate in the defense of any Third Party Claim, the Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifiable Loss for which the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If may seek indemnification from the Applicable Indemnifying Party does not pursuant to this Agreement. (b) (i) If, within ten (10) calendar days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in Section 8.4(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that (A) if the Indemnifying Party shall fail to take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may assume its own defense and the Indemnifying Party shall be liable for all reasonable expenses thereof and (B) any financial or other obligation of the Indemnitee is agreed to by the Indemnifying Party in the course of defending such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written Indemnitee must consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense incurrence of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partysuch obligation.

Defense of Claims. (i) If the Indemnifying Party notify the Indemnified Party that the Indemnifying Party desires to defend the Indemnified Party with respect to a Third Party Claim is made against an Indemnified Partypursuant to this Section 11.3(b), (a) then the Applicable Indemnifying Party will be entitled have the right to participate in defend, at the defense thereof and, (b) if it so chooses, to assume sole cost and expense of the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Applicable Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which consent will not be unreasonably withheld in the case of any settlement that provides only for the payment of monetary damages as to which the Indemnified Party will be indemnified in full). The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party assumption of the defense, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect their respective interests; and provided, further, that if requested by the Indemnifying Party’s prior written consent, as the case may be. If Indemnified Party will, at the Applicable sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party shall assume and their counsel in contesting any Third Party Claim that the Indemnifying Party reasonably elect to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may retain separate counsel to represent them in, but not control, any defense or settlement of any Third Party ClaimClaim controlled by the Indemnifying Party pursuant to this clause (i), and the Indemnified Party shall be entitled will bear their own costs and expenses with respect to participate such separate counsel except as provided in (but not control) such defense with its own counsel at its own expense. If the Applicable preceding sentence and except that the Indemnifying Party does not assume will pay the defense costs and expenses of any such Third separate counsel if in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party Claimto be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, which makes representation of all parties inappropriate under applicable standards of professional conduct. Notwithstanding the foregoing, the Indemnified Party may defend retain or take over the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent control of the Applicable defense or settlement of any Third Party Claim the defense of which the Indemnifying Party and upon any such settlement consented have elected to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse control if the Indemnified Party therefor upon written request. Notwithstanding anything contained in irrevocably waive their right to indemnity under this Agreement Section 11.3 with respect to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a such Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartyClaim.

Defense of Claims. If In those instances in which a Third Party third party Claim is made asserted against an Indemnified Party, (a) or an Indemnified Party is made a party defendant in any third party Claim, under one of the Applicable Guaranties, if the Indemnifying Party will Parties agree in writing to be entitled bound by and pay the full amount of any final judgment from which no further appeal may be taken relating to participate in such Claim, then the defense thereof and, (b) if it so chooses, to assume Indemnifying Parties shall have the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect right to assume the defense of said Claim at the Indemnifying Parties' cost and expense. If the Indemnifying Party does not notify the Indemnified Party that it is assuming the defense of a Third Party Claim, within 20 days of receiving notice of such Claim from the Applicable Indemnified Party, then if the Indemnifying Party will not be liable to subsequently assumes the defense of such Claim the Indemnifying Party shall also indemnify the Indemnified Party for any legal the reasonable out-of-pocket professional fees and expenses subsequently and court costs incurred by the Indemnified Party in connection with prior to the defense thereof. If date the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with assumed such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may bedefense. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the The Indemnified Party shall be entitled to participate in (but not control) such the defense of any Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. If The Indemnified Parties shall not settle or compromise any Claim without the Applicable prior written approval of the Indemnifying Party does Parties, not to be unreasonably withheld or delayed. The Parties shall cooperate in the defense of any Claim and the relevant records of each party shall be made available on a timely basis. In the event that the Indemnifying Parties do not assume the defense of any such Third Party a Claim, the Indemnified Party Parties may defend such Claim and the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party Parties shall reimburse and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse pay the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contraryparties for all reasonable expenses of such defense, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining orderincluding, injunction or other equitable relief or relief for other than money damages against the Indemnified Partywithout limitation, professional fees and expenses and court costs.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an shall have the right to defend any third‑party suit, claim or proceeding in the name of the Indemnified Party; provided, however, that if counsel for the Indemnified Party reasonably advises the Indemnified Party that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Party, (a) then the Applicable Indemnifying Indemnified Party will be entitled may retain one counsel reasonably satisfactory to it to participate in such defense, and the defense thereof andIndemnifying Party shall pay the reasonable fees and expenses of such counsel. Notwithstanding the foregoing, (bi) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects not to assume the defense of a Third Party Claimdefend such suit, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, claim or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimproceeding, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with at the prior written consent expense of the Applicable Indemnifying Party and upon any such settlement consented to and, (ii) in the case of a suit, claim or proceeding is brought by a Governmental Authority with jurisdiction over the Applicable Indemnifying Indemnified Party, even in the Applicable event the Indemnifying Party will promptly reimburse elects to defend such suit, action or proceeding, the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party at its own cost and expense shall be entitled to assume control the elements of such defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction involving injunctive relief or other equitable relief or relief for other than money damages nonmonetary remedies against the Indemnified Party (but not any elements thereof involving claims subject to indemnification hereunder); provided that in the case of clauses (i) and (ii), the Indemnified Party may not compromise or settle any such claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed, it being understood that such consent right shall apply only to the monetary Losses for which the Indemnifying Party may be responsible under this Article VII and not to any other terms of such settlement for which the Indemnifying Party is not liable under this Agreement); provided further, that the Indemnifying Party may later participate in any such claim with counsel of its choice and at its own expense. The Indemnifying Party’s right to defend shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the Indemnified Party to make any admission of fault or wrongdoing or to take any action other than the delivery of a customary release relating to such claim (it being understood that any such customary release shall fully and unconditionally release the Indemnified Party from any liability related to such suit, claim or proceeding). The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party is entitled to assume and elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Member receives notice of the Applicable assertion of any claim with respect to which indemnification is to be sought under this Operating Agreement, the Member seeking indemnification (the "Indemnitee") shall notify the party from whom the Indemnitee is seeking indemnification (the "Indemnifying Party") within ten (10) days after the Indemnitee's receipt of notice of such claim. Such notice shall describe the nature of the claim in reasonable detail and shall indicate the estimated amount, if practicable, of the potential loss that has been or may be sustained by the Indemnitee. If the claim involves the Customer or any Person that is not a Member or an Affiliate of a Member (a "Third Party Claim"), the Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable at such Indemnifying Party’s prior written consent's expense and by such Indemnifying Party's own counsel, as provided that the case may becounsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate in good faith in such defense of Third Party Claims at such Indemnitee's own expense. If the Applicable an Indemnifying Party shall elects not to assume the defense of any Third Party Claim, the Indemnified Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall be entitled conclusively establish the Indemnifying Party's liability pursuant to participate in this Agreement. (but not controlb) such defense with its own counsel at its own expense. If If, within thirty (30) days after an Indemnitee provides written notice to the Applicable Indemnifying Party does not of any Third Party Claims, the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of any such Third Party ClaimClaim as provided in Section 14.4(a), the Indemnified Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnifying Party shall fail to take reasonable steps necessary to diligently defend such Third Party Claim within thirty (30) days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may defend assume its own defense and the same in such manner as it may deem appropriate, including settling such claim or litigation with Indemnifying Party shall be liable for all reasonable expenses thereof. (c) Without the prior written consent of the Applicable Indemnitee, the Indemnifying Party shall not enter into any settlement of any Third Party Claim which would lead to liability or create any financial, operating or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial, operating or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder, and upon any the Indemnifying Party desires to accept and agree to such settlement consented offer, then the Indemnifying Party shall give written notice to by the Applicable Indemnitee to that effect, together with assurances reasonably satisfactory to the Indemnitee of the Indemnifying Party's ability to pay or perform such settlement. If the Indemnitee fails to consent to such firm offer within fifteen (15) days after its receipt of such notice and assurance, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled relieved of its obligations to assume the defense of any part of a defend such Third Party Claim that seeks a temporary restraining orderand the Indemnitee may contest or defend such Third Party Claim. In such event, injunction the maximum liability of the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and expenses paid or incurred by Indemnitee up to the date of said notice. (d) If the amount of any indemnified loss, at any time after the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by, from or against any other equitable relief entity, the amount of such reduction (up to the amount of the prior indemnity payment), less any costs, expenses or relief for other than money damages against premiums incurred in connection therewith (together with interest thereon from the Indemnified date of payment of such recovery at the publicly announced prime rate then in effect of Citibank, N.A. or its successor) shall promptly be repaid by the Indemnitee to the Indemnifying Party. (e) A failure to give timely notice as provided in this Section 14.4 shall not affect the rights or obligations of any Member hereunder except if, and only to the extent that, as a result of such failure, the Member which was entitled to receive such notice was actually prejudiced as a result of such failure.

Defense of Claims. (a) If any Indemnified Party receives notice of the assertion of any claim or of the commencement of any claim, action, or Proceeding made or brought by any Person who is not a Party to this Agreement or any representative of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnified Party shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than thirty (30) calendar days after the Indemnified Party’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Applicable Indemnifying Party will indemnifiable Loss that has been or may be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to sustained by the Indemnified Party. Should the Applicable The Indemnifying Party so will have the right to participate in or, by giving written notice to the Indemnified Party, to elect to assume the defense of a any Third Party Claim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel; provided, that (i) the counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have sufficient financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder. The Indemnified Party shall cooperate in good faith in such defense at such Indemnified Party’s own expense. If an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Applicable Indemnified Party may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifying Party’s Liability pursuant to this Agreement. (b) (i) If, within 20 calendar days after an Indemnified Party provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnified Party receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in this Section 7.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If thereof (unless the Applicable Indemnifying Party elects is also a party to assume such Proceeding and the defense Indemnified Party determines in good faith that joint representation would be inappropriate based on a conflict of a Third interest between the Indemnifying Party Claimand the Indemnified Party, in which case the Indemnified Party shall (i) cooperate in all reasonable respects with have the Applicable right to engage not more than one firm as its own counsel, the fees and expenses of which shall be paid by the Indemnifying Party); provided, however, that if the Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, shall fail to take reasonable steps necessary to defend diligently such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, within 20 calendar days after receiving notice from the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If that the Applicable Indemnified Party believes the Indemnifying Party does not assume the defense of any has failed to take such Third Party Claimsteps, the Indemnified Party may defend assume its own defense and the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief liable for other than money damages against the Indemnified Partyall reasonable expenses thereof.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related to such Claim, if (a) the Applicable Indemnifying Party will be entitled acknowledges its obligation to participate in indemnify the defense thereof and, Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) if it so chooses, the Claim does not seek to assume impose any liability or obligation on the defense thereof with counsel selected by Indemnified Party other than for money damages; and (c) the Applicable Indemnifying Party, provided Claim is not of a nature or amount that in connection with such assumption such counsel is not reasonably objected to by the good faith opinion of the Indemnified Party, its prosecution could reasonably be expected to have a material and adverse effect on the Indemnified Party’s relationship with any significant customer. Should If such conditions are satisfied and the Applicable Indemnifying Party so elect elects to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable to for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party for any legal expenses subsequently incurred by may employ separate counsel and participate in the defense of such Claim, but the Indemnified Party in connection with will be responsible for the defense thereof. If fees and expenses of such counsel unless (A) the Applicable Indemnifying Party elects has failed to adequately assume the defense of a Third Party Claim, such Claim or to employ counsel with respect thereto or (B) in the reasonable opinion of the Indemnified Party shall (i) cooperate in all reasonable respects with a conflict of interest exists between the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense interests of any Third Party Claim, the Indemnified Party shall and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be entitled to participate in (but not control) such defense with its own counsel at its own expensepaid by the Indemnifying Party. If the Applicable Indemnifying Party does such conditions are not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent defense of the Applicable Indemnifying Party and upon any such settlement consented to by Claim; provided however, that the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld or delayed, unless the Indemnifying Party has not established to the reasonable satisfaction of the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to that it is financially capable of paying the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyentire Claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified An Indemnifying Party, at such Indemnifying Party’s own expense and through counsel reasonably chosen by such Indemnifying Party, may elect to defend any third party claim; and if it so elects, it shall, within twenty (a20) business days after receiving notice of such third party claim (or sooner, if the Applicable Indemnifying nature of such third party claim so requires), notify the Indemnified Party will be entitled of its intent to participate do so, and such Indemnified Party shall cooperate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable of such third party claim. Such Indemnifying Party shall pay such Indemnified Party, provided that ’s reasonable out-of-pocket expenses incurred in connection with such assumption such counsel is not reasonably objected to by the Indemnified Partycooperation. Should the Applicable After notice from an Indemnifying Party so elect to an Indemnified Party of its election to assume the defense of a Third Party Claimthird party claim, the Applicable such Indemnifying Party will shall not be liable to the such Indemnified Party under this Article 9 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim; provided, the however, that such Indemnified Party shall have the right to employ one counsel (and any necessary local counsel) to represent such Indemnified Party and all other persons entitled to indemnification in respect of such claim hereunder (which counsel shall be acceptable to the Indemnifying Party in its reasonable judgment) if, in such Indemnified Party’s reasonable judgment, based on the written advice of counsel to such Indemnified Party, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such claim, and in that event (i) cooperate in the reasonable fees and expenses of one such separate counsel (and any necessary local counsel) for all reasonable respects with the Applicable Indemnified Parties shall be paid by such Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, each of such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the and such Indemnified Party shall be entitled have the right to participate in (but not control) such defense with direct its own counsel at its own expensedefense in respect of such claim. If the Applicable any Indemnifying Party does elects not assume the defense to defend against a third party claim, or fails to notify an Indemnified Party of any its election within such Third Party Claimtwenty (20) business day period, the such Indemnified Party may defend the same in defend, compromise and settle such manner as it third party claim; provided, however, that no such Indemnified Party may deem appropriate, including settling such settle or compromise any third party claim or litigation with consent to the entry of any judgment, without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party(which consent shall not be unreasonably conditioned, the Applicable withheld or delayed). The Indemnifying Party will promptly reimburse may defend, compromise and settle any third party claim on such terms as it deems appropriate, provided, however, that no Indemnifying Party may settle or compromise any third party claim or consent to the entry of any Judgment, without the prior written consent of the Indemnified Party therefor upon written request. Notwithstanding anything contained (which consent shall not be unreasonably conditioned, withheld or delayed), unless such settlement fully and finally releases the Indemnified Party in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of writing from all claims without any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against consideration being payable by the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, ​ (a) In the Applicable Indemnifying Party will be entitled to participate in the defense thereof case of any claim for indemnification under Section 6.I (if NeuroBo) or Section 6.2 (if Dong-A) arising from a claim of a Third Party, an indemnified party must give prompt notice and, subject to the following sentence, in no case later than twenty (20) days after the indemnified party ' s receipt of notice of such claim, to the indemnifying party of any claim of which such indemnified party has knowledge and as to which it may request indemnification hereunder . The failure to give such notice will not, however , relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. ​ (b) if it so chooses, The indemnifying party will have the right to assume defend and to direct the defense thereof against any such claim in its name and at its expense, and with counsel selected by the Applicable Indemnifying Partyindemnifying party unless (i) the indemnifying party acknowledges fully its obligations to the indemnified party(ies) under this Agreement within fifteen (15) days after receiving notice of such Third Party claim; (ii) the applicable Third Party claim alleges fraud; (iii) there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of such defense; (iv) the Third Party claim is criminal in nature , provided that could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the indemnified party; (v) the Third Party claim seeks injunctive relief or other equitable remedies against the indemnified party(ies); and/or (vi) the indemnified party is NeuroBo and the Third Party is a customer of NeuroBo. ​ (c) If the indemnifying party elects, and is entitled, to compromise or defend such claim , it will within twenty (20) days of receipt of notice (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party must, at the request and expense of the indemnifying party, cooperate in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claimsuch claim. ​ (d) If the indemnifying party elects not to compromise or defend such claim , fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Applicable Indemnifying Party indemnified party may pay, compromise or defend such claim . ​ (e) Except as set forth in the immediately preceding subsection , the indemnifying party will have no indemnification obligations with respect to any such claim which will be settled by the indemnified party without the prior written consent of the indemnifying party (which consent may not be unreasonably withheld or delayed ); provided, however, that notwithstanding the foregoing, the indemnified party will not be liable required to refrain from paying any claim that has matured by an order, unless an appeal is duly taken therefrom and exercise thereof has been stayed , nor will it be required to refrain from paying any claim where the Indemnified Party for del_ay in paying such claim would result in the foreclosure of a lien upon any legal expenses subsequently incurred of the property or assets then held by the Indemnified Party indemnified party or where any delay in connection with payment would cause the indemnified party material economic loss. ​ (f) The indemnifying party ' s right to direct the defense thereof. If will include the Applicable Indemnifying Party elects right to assume compromise or enter into an agreement settling any claim by a Third Party; provided that no such compromise or settlement will obligate the defense indemnified party to agree to any settlement that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the indemnified party other than the delivery of a Third Party Claimrelease, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation except with the prior written consent of the Applicable Indemnifying Party and upon indemnified party (such consent to be withheld or delayed only for a good faith reason). ​ (g) Notwithstanding the indemnifying party ' s right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any such settlement consented to claim over the objection of the indemnified party; provided, however , that consent by the Applicable Indemnifying Party, indemnified party to settlement or compromise will not be unreasonably withheld or delayed. ​ (h) The indemnified party will have the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained right to participate in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part claim with counsel selected by it subject to the indemnifying party's right to direct the defense. The fees and disbursements of a Third Party Claim that such counsel will be at the expense of the indemnified party; provided , however , that, in the case of any claim which seeks a temporary restraining order, injunction injunctive or other equitable relief or relief for other than money damages against the Indemnified Party.indemnified party, the fees and disbursements of such counsel will be at the expense of the indemnifying party. ​

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) the Applicable Indemnifying Party will be entitled acknowledges its obligation to participate in indemnify the defense thereof andIndemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) if it so chooses, the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable to for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party for any legal expenses subsequently incurred by (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in connection with the defense thereof. If , but the Applicable Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party elects has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a Third Party Claim, conflict of interest exists between the interests of the Indemnified Party shall (i) cooperate in all reasonable respects with and the Applicable Indemnifying Party that requires representation by separate counsel, in connection with which case the fees and expenses of such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without separate counsel will be paid by the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but such conditions are not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such manner as it may deem appropriate, including settling such claim or litigation with Claim without the prior written consent of the Applicable Indemnifying Party and upon any (not to be unreasonably withheld) unless such settlement consented to by includes a full and unconditional release of the Applicable Indemnifying Party, ; and further provided that the Applicable Indemnifying Party will promptly reimburse is given a reasonable opportunity to participate in such defense (at the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party's expense).

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Applicable Indemnifying Party first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s 's prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party of such terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. (a) If any Purchaser Indemnified Party receives notice of the assertion or commencement of any claim by a third party against such Purchaser Indemnified Party with respect to which Seller Representatives are obligated to provide indemnification under this Agreement (the “Third Party Claim”), the Purchaser Indemnified Party will give such Seller Representatives reasonably prompt written notice thereof, but in any event not later than fifteen (15) calendar days after receipt of such notice of such Third Party Claim. Such notice by the Purchaser Indemnified Party will describe the Third Party Claim is made against an in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Losses that have been or may be sustained by the Purchaser Indemnified Party. The Seller Representatives will have the right to participate in or, by giving written notice to the Purchaser Indemnified Party, to assume and control the defense of any Third Party Claim at such Seller Representatives' own expense and by such Seller Representatives' own counsel (a) reasonably satisfactory to the Applicable Indemnifying Purchaser Indemnified Party); provided that if the Seller Representatives assume and control the defense of any Third Party Claim the Seller Representatives' expenses including legal expenses shall be paid directly by, or reimbursed by, the Escrow Agent from the Indemnity Escrow Account pursuant to the Escrow Agreement, and the Purchaser Indemnified Party will be entitled have the right to participate in the defense thereof andand to employ its own separate counsel at its own expense. Notwithstanding the foregoing, the Seller Representatives will not have the right to assume and control the defense of any Third Party Claim, and will promptly reimburse the Purchaser Indemnified Party out of the Indemnity Escrow Account for all reasonable costs and expenses of defending against such Third Party Claim (including reasonable costs and expenses of counsel), if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Purchaser Indemnified Party; (3) the Purchaser Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Seller Representatives and the Purchaser Indemnified Party; (4) the claim for indemnification relates to or arises in connection with any audit, proceeding or other action relating to an Indemnifiable Tax Loss or other matter relating to Taxes, or (5) the Purchaser Indemnified Party reasonably believes that the total losses, damages, costs, expenses, and other liabilities relating to the claim could exceed two (2) times the maximum amount that the Purchaser Indemnified Party could then be entitled to recover under the applicable provisions of Section 7.03. (b) if it so choosesIf, within thirty (30) calendar days after giving notice of a Third Party Claim to the Seller Representatives for which the Seller Representatives have the right to assume and control the defense thereof with counsel selected by pursuant to Section 7.05(a), a Purchaser Indemnified Party receives written notice from the Applicable Indemnifying Party, provided Seller Representatives that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect Seller Representatives have elected to assume the defense of a such Third Party ClaimClaim as provided in the penultimate sentence of Section 7.05(a), the Applicable Indemnifying Party Seller Representatives will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Purchaser Indemnified Party in connection with the defense thereof. If thereof (but will be liable for expenses incurred prior thereto which shall be promptly reimbursed out of the Applicable Indemnifying Party elects Indemnity Escrow Account); provided, however, that if the Seller Representatives fail to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all take reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, steps necessary to defend such Third Party Claim without appropriately within thirty (30) calendar days after receiving written notice from the Applicable Indemnifying Purchaser Indemnified Party’s prior written consent, the Purchaser Indemnified Party may assume its own defense, and the Seller Representatives will be liable for all reasonable costs or expenses paid or incurred in connection therewith until such time as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled Seller Representatives begin taking reasonable steps necessary to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any defend such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with Claim appropriately. Without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Purchaser Indemnified Party, the Applicable Indemnifying Seller Representatives will not enter into any settlement of any Third Party will promptly reimburse Claim which would lead to liability or create any financial or other obligation on the part of such Purchaser Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying for which such Purchaser Indemnified Party shall be is not entitled to assume full and complete indemnification hereunder. A Purchaser Indemnified Party may not compromise or settle any Third Party Claim without the defense prior written consent of any part the Seller Representatives (such consent to be withheld or delayed only for a good faith reason). (c) Any claim by a Purchaser Indemnified Party on account of an Indemnifiable Loss which does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Seller Representatives reasonably prompt written notice thereof, but in any event not later than fifteen (15) calendar days after the Purchaser Indemnified Party has determined to assert such Direct Claim. Such notice by the Purchaser Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Loss that seeks a temporary restraining order, injunction has been or other equitable relief or relief for other than money damages against may be sustained by the Purchaser Indemnified Party. The Seller Representatives will have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim. If the Seller Representatives do not so respond within such thirty (30) calendar day period, the Seller Representatives will be deemed to have rejected such claim, in which event the Purchaser Indemnified Party will be free to pursue such remedies as may be available to the Purchaser Indemnified Party on the terms and subject to the provisions of this Agreement. (d) A failure to give timely notice or to include any specified information in any notice as provided in Sections 7.05(a), 7.05(b) or 7.05(c) will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was actually and materially prejudiced as a result of such failure.

Defense of Claims. If a Third Party Claim is made against an ----------------- Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Applicable Indemnifying Party first admits in writing their joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s 's prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party of such terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Certificate Purchase Agreement to the contrarycontrary notwithstanding, no neither the Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (ai) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (bii) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without the Applicable Indemnifying Party’s 's prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party of such terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no neither Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, the applicable Buyer Indemnified Party or Seller Indemnified Party (for the purposes of this Section 6.3, each, an “Indemnified Party”) shall deliver a written claim for indemnification to Sellers’ Representative or Buyer, as applicable (an “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall promptly provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim; provided, however, if such claim involves or otherwise requires the disclosure of trade secrets or other confidential proprietary information of the Indemnified Party to a third party, the Indemnifying Party will seek and obtain, at its own expense, a protective order which is reasonably acceptable to the Indemnified Party with respect to such trade secrets or other confidential proprietary information. The failure of any Indemnified Party to comply with the prior two sentences shall not relieve the applicable Indemnifying Party from any liability under this ARTICLE 6 with respect to such matter, except to the extent the Indemnifying Party is actually prejudiced by such failure to comply. If the facts giving rise to a Third claim for indemnification hereunder arise out of the claim of any third party, the Indemnifying Party Claim is made may, at its option, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, at its sole cost and expense, so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such third party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer from, arising out of the third party claim, (ii) such claim involves only money damages and does not seek an order, injunction or other equitable relief against any Indemnified Party, (aiii) the Applicable Indemnified Party shall have reasonably concluded that there is not a conflict of interest between the Indemnified Party and the Indemnifying Party will in the defense of such claim, (iv) the Indemnifying Party conducts defense of the third party claim in a reasonably active and diligent manner, (v) if such claim is asserted directly or indirectly by or on behalf a person that is a current or prospective customer of Company or Buyer of any of its Affiliates, the Indemnified Party, in its reasonable judgment, has not determined that the Indemnifying Party’s defense thereof could reasonably be entitled expected to have a material and adverse effect on the Indemnified Party’s (or Buyer’s or any of its Affiliates’ or Company’s) existing or prospective relationship with such current or prospective customer, (vi) if such claim is subject to the limitations set forth in Section 6.1(e), such claim asserts an amount of Losses which, when taken together with all amounts paid for resolved indemnification claims that are subject to the limitations set forth in Section 6.1(e) with all amounts the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the limitations set forth in Section 6.1(e), does not exceed the Cap, (vii) the Indemnified Party has not reasonably concluded that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party and (viii) such claim does not involve matters arising under Environmental Law and relating to any Facilities; provided, notwithstanding the Indemnifying Party’s assumption of the defense of a claim pursuant to the foregoing, the Indemnified Party shall have the right to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof of any claim with counsel selected by the Applicable Indemnified Party subject to the Indemnifying Party, provided that in connection with such assumption ’s right to direct the defense (the fees and disbursements of such counsel is not reasonably objected to by in such circumstances shall be at the expense of the Indemnified Party). Should the Applicable Indemnifying Party so elect to assume After any assumption of the defense of a Third Party Claim, any claim by the Applicable Indemnifying Party will and only for so long as the conditions set forth in subclauses (i) through (viii) of the immediately prior sentence with respect to such claim remain satisfied, it shall not be liable to the any Indemnified Party for any legal expenses subsequently incurred by the any Indemnified Party in connection with the defense thereofor prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the The Indemnified Party shall (i) cooperate in all reasonable respects with and the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume each fully cooperate as reasonably requested by the other in the defense of any Third Party Claim, the Indemnified thereof and shall furnish such records and information and attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of settle any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such indemnifiable claim or litigation with demand without the prior written consent of the Applicable Indemnifying Party and upon any such Indemnified Party, unless the settlement consented to (i) will be fully satisfied by payment of money by the Applicable Indemnifying Party, (ii) does not involve Taxes that would affect Buyer in a post-Closing period, (iii) results in the Applicable Indemnifying Party will promptly reimburse full and general release of the Indemnified Parties from all liabilities relating to the claim, (iv) involves no finding or admission of any violation of Law or the rights of any person on the part of any Indemnified Party, (v) does not require the modification by the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement of any business practice, and (vi) contains as an unconditional term thereof the delivery by the claimant or plaintiff, if applicable, to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against written release of the Indemnified PartyParty from all liabilities relating to the applicable claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) In the Applicable case of third-party claims (a “Third Party Claim”), the Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so may elect to assume and control the defense of a Third Party any such Claim, including the Applicable Indemnifying Party will not be liable employment of counsel reasonably satisfactory to the Indemnified Party for any legal and the payment of expenses subsequently incurred by related thereto, if: (i) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the claim and fulfill its indemnification obligations hereunder; (iii) the claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party; (iv) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense thereof. If of the Applicable Indemnifying Party elects claim; (v) the claim does not relate to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party or otherwise arise in connection with such defense any criminal or regulatory enforcement matter or investigations or official inquiries regarding the same, and (iivi) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume assuming the defense of any such Third Party Claim, such Indemnifying Party must first have agreed in writing to the satisfaction of the Indemnified Party that the Third-Party Claim is subject to indemnification under this Article IX. Failure of the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. (b) If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(a), (i) the Indemnified Party may defend retain separate co-counsel at its sole cost and expense and participate in the same in such manner as it may deem appropriatedefense of the Third Party Claim, including settling such claim (ii) the Indemnified Party will not consent to the entry of any judgment or litigation enter into any settlement with respect to the Third Party Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Applicable Indemnifying Party and upon (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless written agreement is obtained releasing the Indemnified Party subject to the Third Party Claim from all liability thereunder. If the Indemnifying Party is not conducting the defense of the Third Party Claim, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, but the Indemnified Party will not consent to the entry of any settlement consented or enter into any settlement with respect to by such Third Party Claim without the Applicable prior written consent of the Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement such consent not to the contrarybe unreasonably withheld, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction conditioned or other equitable relief or relief for other than money damages against the Indemnified Partydelayed.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the An Indemnified Party shall (i) cooperate in all reasonable respects with give the Applicable Indemnifying Party written notice of any action, claim, suit or demand (a "Claim") of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder, within sixty (60) days of such determination, stating the amount of the Loss, if known, method of computation thereof, and in connection reasonable detail the factual basis of such Claim with a reference to the provisions of this Agreement in respect of which such defense right of indemnification is claimed or arises. The obligations and (ii) not admit any liability Liabilities of the Indemnifying Party under this Article VIII with respect to, or settle, compromise or discharge, such to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article VIII ("Third Party Claim without Claims") shall be governed by and be contingent upon the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying following additional terms and conditions: if an Indemnified Party shall assume the defense receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim within thirty (30) days of the receipt by the Indemnified Party of notice of such Third Party Claim; provided, however, that the failure to provide such notice to the Indemnifying Party shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten (10) days of the receipt of such notice from the Indemnified Party; provided, however, if such Claim seeks an injunction or other equitable relief against the Indemnified Party, subject to the last sentence of this Section 8.3, the Indemnified Party shall have the right to participate in (but not control) and jointly control the defense of any portion of such defense with Claim and to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, which counsel shall be reasonably acceptable to the Indemnifying Party, at its own expensethe expense of the Indemnifying Party. If In the Applicable event that the Indemnifying Party does not assume exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. If the Indemnifying Party elects and is entitled to compromise or defend such Claim, it shall within thirty (30) days (or sooner, if the nature of the Claim so requires) notify the Indemnified Party of its intent to do so. The Indemnified Party shall have the right to employ separate counsel in any such Claim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party shall fail to assume the defense of such Claim as provided herein or (ii) the Indemnified Party shall have been advised by such counsel that there is or is likely to develop a conflict of interest for counsel in representing both the indemnifying party and the indemnified party with respect to such Claim in which case the fees and expenses of counsel shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend such Claim or fails to notify the Indemnified Party of its election as herein provided, the Indemnified Party may pay, compromise or defend such Claim at the same Indemnifying Party's expense, subject to the limitations set forth in this Article VIII. Except as set forth in the immediately preceding sentence, the Indemnifying Party shall have no indemnification obligations with respect to any such manner as it may deem appropriate, including settling such claim or litigation with Claim which shall be settled by the Indemnified Party without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party's right to direct the defense, if applicable, shall include the Applicable right to compromise or enter into an agreement settling any Claim by a third party; provided, that no such compromise or settlement shall be entered into without the prior written consent of the Indemnified Party (which may be withheld in its sole discretion /unreasonably withheld) (i) if such compromise or settlement provides for injunctive or other nonmonetary or equitable relief affecting the Indemnified Party or (ii) if such compromise or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such Claim. Notwithstanding the foregoing, in the event that the Indemnified Party withholds its consent to a settlement proposal that involves nothing other than the payment of monetary damages for which the Indemnifying Party will promptly reimburse be responsible, the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to shall indemnify and hold harmless the contrary, no Applicable Indemnifying Party shall be entitled to assume against any Losses suffered by the defense Indemnifying Party as a result of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party's withholding of its consent to such settlement proposal. The Indemnifying Party will make promptly any payment required to be made by it to the Indemnified Party under this Article VIII.

Defense of Claims. If a Third Party Claim is made against an a Purchase and Sale Indemnified Party, (a) the Applicable Indemnifying Party Transferor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartyTransferor; provided that, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Purchase and Sale Indemnified Party, (ii) no material conflict of interest shall exist in relation to such Third Party Claim between such Purchase and Sale Indemnified Party and Transferor, and (iii) Transferor, first admits in writing its liability to indemnify the Purchase and Sale Indemnified Party with respect to all elements of such claim in full to the extent such claim is valid. Should the Applicable Indemnifying Party Transferor so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Transferor will not be liable to the Purchase and Sale Indemnified Party for any legal expenses subsequently incurred by the Purchase and Sale Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Transferor elects to assume the defense of a Third Party Claim, the Purchase and Sale Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Transferor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Transferor's prior written consent, as the case may be. If the Applicable Indemnifying Party Transferor shall assume the defense of any Third Party Claim, the Purchase and Sale Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Transferor does not assume the defense of any such Third Party Claim, the Purchase and Sale Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent after giving prompt notice to Transferor of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Partyterms and, the Applicable Indemnifying Party Transferor will promptly reimburse the Purchase and Sale Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party Transferor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Purchase and Sale Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an party (the “Indemnified Party”) receives notice of a third party claim for which the Indemnified Party believes it is entitled to indemnification, the Indemnified Party will give notice of that third party claim to the other party (athe “Indemnifying Party”) promptly after receiving notice of that claim, but in any event by no later than five (5) business days after the Applicable Indemnified Party receives a complaint or other notice that a suit, agency action, arbitration or other proceeding has been initiated with respect to that claim. The failure of the Indemnifying Party to deliver notice of that claim within the period in the previous sentence will not cause the Indemnified Party to waive its right to indemnification unless that failure would result in a default judgment against the Indemnified Party or make defenses or counterclaims unavailable that the Indemnified Party could otherwise have asserted if not for failure to deliver timely notice of that claim. The Indemnifying Party will conduct the defense of the claim with legal counsel of its choice and will have the right to make all decisions concerning the manner in which it will conduct the defense. The Indemnifying Party may settle or otherwise compromise any such third party claim at its expense on such terms as it deems acceptable without requiring the consent of Indemnified Party; however, it the terms of the settlement would require that the Indemnified Party admit to fault for any wrongdoing, agree to restrict its business activities, or incur expenses for which it would not be entitled to indemnification under this Agreement or applicable law, the Indemnifying Party may not settle or otherwise compromise those claims without the consent of the Indemnified Party. The Indemnified Party will provide reasonable cooperation to the Indemnifying Party to assist with the Indemnifying Party’s defense of the claim. The Indemnified Party may also participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof of that action with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by of its choice at the Indemnified Party’s expense. Should the Applicable Indemnifying Party so elect to assume the defense However, if there exists a conflict of a Third Party Claim, the Applicable Indemnifying Party will not be liable to interest between the Indemnified Party for any legal expenses subsequently incurred by and the Indemnifying Party that does not permit the Indemnified Party in connection with to conduct an effective defense of the defense thereof. If Indemnified Party, or the Applicable Indemnifying Party elects is unable or unwilling (for financial reasons or otherwise) to assume the conduct an effective defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimclaims, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume conduct the defense of the claim at the Indemnifying Party’s expense and thereafter make all decisions concerning the conduct of that claim, including those to settle or compromise any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partysuch claim.

Defense of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, the applicable Buyer Indemnified Party or Seller Indemnified Party (for the purposes of this Section 6.3, each, an “Indemnified Party”) shall deliver a written claim for indemnification to Sellers’ Representative or Buyer, as applicable (an “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall promptly provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim; provided, however, if such claim involves or otherwise requires the disclosure of trade secrets or other confidentially proprietary information of the Indemnified Party to a third party, the Indemnifying Party will seek and obtain, at its own expense, a protective order which is reasonably acceptable to the Indemnified Party with respect to such trade secrets or other confidential proprietary information. The failure of any Indemnified Party to comply with the prior two sentences shall not relieve the applicable Indemnifying Party from any liability under this ARTICLE 6 with respect to such matter, except to the extent the Indemnifying Party is actually prejudiced by such failure to comply. If the facts giving rise to a Third claim for indemnification hereunder arise out of the claim of any third party, the Indemnifying Party Claim is made may, at its option, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, at its sole cost and expense, so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such third party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer from, arising out of the third party claim, (ii) such claim involves only money damages and does not seek an order, injunction or other equitable relief against any Indemnified Party, (aiii) the Applicable Indemnified Party shall have reasonably concluded that there is not a conflict of interest between the Indemnified Party and the Indemnifying Party will in the defense of such claim, (iv) the Indemnifying Party conducts defense of the third party claim in a reasonably active and diligent manner, (v) if such claim is asserted directly or indirectly by or on behalf a person that is a current or prospective customer of Company or Buyer of any of its Affiliates, the Indemnified Party, in its reasonable judgment, has not determined that the Indemnifying Party’s defense thereof could reasonably be entitled expected to have a material and adverse effect on the Indemnified Party’s (or Buyer’s or any of its Affiliates’ or Company’s) existing or prospective relationship with such current or prospective customer, (vi) if such claim is subject to the limitations set forth in Section 6.1(e), such claim asserts an amount of Losses which, when taken together with all amounts paid for resolved indemnification claims that are subject to the limitations set forth in Section 6.1(e) with all amounts the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the limitations set forth in Section 6.1(e), does not exceed the Cap, (vii) the Indemnified Party has not reasonably concluded that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party and (viii) such claim does not involve matters arising under Environmental Law and relating to any Facilities; provided, notwithstanding the Indemnifying Party’s assumption of the defense of a claim pursuant to the foregoing, the Indemnified Party shall have the right to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof of any claim with counsel selected by the Applicable Indemnified Party subject to the Indemnifying Party, provided that in connection with such assumption ’s right to direct the defense (the fees and disbursements of such counsel is not reasonably objected to by in such circumstances shall be at the expense of the Indemnified Party). Should the Applicable Indemnifying Party so elect to assume After any assumption of the defense of a Third Party Claim, any claim by the Applicable Indemnifying Party will and only for so long as the conditions set forth in subclauses (i) through (viii) of the immediately prior sentence with respect to such claim remain satisfied, it shall not be liable to the any Indemnified Party for any legal expenses subsequently incurred by the any Indemnified Party in connection with the defense thereofor prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the The Indemnified Party shall (i) cooperate in all reasonable respects with and the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume each fully cooperate as reasonably requested by the other in the defense of any Third Party Claim, the Indemnified thereof and shall furnish such records and information and attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of settle any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such indemnifiable claim or litigation with demand without the prior written consent of the Applicable Indemnifying Party and upon any such Indemnified Party, unless the settlement consented to (i) will be fully satisfied by payment of money by the Applicable Indemnifying Party, (ii) does not involve Taxes that would affect Buyer in a post-Closing period, (iii) results in the Applicable Indemnifying Party will promptly reimburse full and general release of the Indemnified Parties from all liabilities relating to the claim, (iv) involves no finding or admission of any violation of Law or the rights of any person on the part of any Indemnified Party, (v) does not require the modification by the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement of any business practice, and (vi) contains as an unconditional term thereof the delivery by the claimant or plaintiff, if applicable, to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against written release of the Indemnified PartyParty from all liabilities relating to the applicable claim.

Defense of Claims. (a) If any Indemnity receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim"), including but not limited to an information ----------------- document request or a notice of proposed disallowance issued by the Internal Revenue Service relating to a matter covered by Section 5.7, with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnity shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Applicable Indemnifiable Loss that has been or may be sustained by the Indemnity. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnity, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, provided that the Applicable counsel for the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Applicable Indemnifying Party’s prior written consent, as the case may beIndemnity. The Indemnity shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Applicable an Indemnifying Party shall elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any Indemnity may compromise or settle such Third Party Claim, Claim over the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent objection of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, which settlement or compromise shall conclusively establish the Applicable Indemnifying Party's liability pursuant to this Agreement. (b) (i) If, within twenty (20) calendar days after an Indemnity provides written notice to the Indemnifying Party will promptly reimburse of any Third Party Claims, the Indemnified Party therefor upon Indemnity receives written request. Notwithstanding anything contained in this Agreement to notice from the contrary, no Applicable Indemnifying Party shall be entitled that such Indemnifying Party has elected to assume the defense of any part of a such Third Party Claim as provided in Section 8.2 (a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnity in connection with the defense thereof; provided, however, that seeks a temporary restraining orderif the Indemnifying Party shall fail to -------- ------- take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the Indemnity that the Indemnity believes the Indemnifying Party has failed to take such steps, injunction or other equitable relief or relief the Indemnity may assume its own defense and the Indemnifying Party shall be liable for other than money damages against the Indemnified Partyall reasonable expenses thereof.

Defense of Claims. (a) If any Indemnified Party receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Representative of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnified Party shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than thirty (30) calendar days after the Indemnified Party’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Applicable Indemnifying Party will indemnifiable Loss that has been or may be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to sustained by the Indemnified Party. Should the Applicable The Indemnifying Party so will have the right to participate in or, by giving written notice to the Indemnified Party, to elect to assume the defense of a any Third Party Claim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel; provided, that the counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate in good faith in such defense at such Indemnified Party’s own expense. If an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Applicable Indemnified Party may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifying Party’s liability pursuant to this Agreement. (b) (i) If, within 20 calendar days after an Indemnified Party provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnified Party receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in this Section 7.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If thereof (unless the Applicable Indemnifying Party elects is also a party to assume such proceeding and the defense Indemnified Party determines in good faith that joint representation would be inappropriate based on a conflict of a Third interest between the Indemnifying Party Claimand the Indemnified Party, in which case the Indemnified Party shall (i) cooperate in all reasonable respects with have the Applicable right to engage not more than one firm as its own counsel, the fees and expenses of which shall be paid by the Indemnifying Party); provided, however, that if the Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, shall fail to take reasonable steps necessary to defend diligently such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, within 20 calendar days after receiving notice from the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If that the Applicable Indemnified Party believes the Indemnifying Party does not assume the defense of any has failed to take such Third Party Claimsteps, the Indemnified Party may defend assume its own defense and the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief liable for other than money damages against the Indemnified Partyall reasonable expenses thereof.

Defense of Claims. If a Third Party Claim any third party claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Seller will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by mutually acceptable to Seller and the Applicable Indemnifying Indemnified Party, provided that in connection with such assumption such counsel is not reasonably objected Seller first admits in writing its liability to by indemnify the Indemnified PartyParty with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Seller so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party third party claim: (i) Seller will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, , (ii) the Indemnified Party shall will (iA) cooperate in all reasonable respects with the Applicable Indemnifying Party Seller in connection with such defense and (iiB) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim third party claim without the Applicable Indemnifying Party’s Seller's prior written consent, as the case may be. If , (iii) upon request, Seller will consult with the Applicable Indemnifying Indemnified Party shall assume and its counsel and keep them apprised of material developments in the defense of any Third Party Claimcase or proceeding, and (iv) the Indemnified Party shall be entitled to participate in (but not to control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Seller does not assume the defense of any such Third Party Claimthird party claim, the Indemnified Party may shall diligently defend the same, or settle the same in on reasonable terms, after giving notice to Seller of such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will Seller promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party Seller shall not be entitled to assume the defense of any part of a Third Party Claim third party claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for that the Indemnified Party determines, in good faith, is reasonably likely to affect its business other than by the payout of money damages against the Indemnified Partydamages.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in In connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will may assume the defense of any such Third Party Claim (unless such Indemnified Party elects not be liable to seek indemnity hereunder for such Third Party Claim), by appointing a reputable counsel reasonably acceptable to the Indemnified Party for any legal expenses subsequently incurred by to be the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party lead counsel in connection with such defense and within thirty (30) days of its receipt of notice of the Third Party Claim; provided, that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) not admit any liability with respect tosuch claim seeks an injunction or equitable relief against the Indemnified Party, or settle, compromise (iii) the Indemnifying Party failed or discharge, is failing to vigorously prosecute or defend such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may beclaim. If the Applicable Indemnifying Party shall assume have assumed the defense of any Third Party Claim in accordance with this Section 8.5, then the Indemnifying Party shall be authorized to settle, or consent to the entry of any judgment arising from, any such Third Party Claim, without the prior written consent of such Indemnified Party, if, pursuant to, or as a result of, such settlement or compromise, no injunctive or other equitable relief will be imposed against the Indemnified Party and if such settlement expressly and unconditionally releases the Indemnified Party from all Liabilities and obligations with respect to the Third Party Claim. Each Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense Third Party Claim, with its own counsel and at its own expense. Each Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim being defended by the Indemnifying Party pursuant to this Section 8.5. The assumption of any defense hereunder by an Indemnifying Party shall not be deemed an admission of responsibility for the Third Party Claim. If the Applicable Indemnifying Party does not assume the defense of any Third Party Claim in accordance with the terms of this Section 8.5, then the Indemnified Party shall assume and defend against such Third Party Claim (and any reasonable costs incurred shall be indemnifiable hereunder subject to the limitations set forth herein). If the Indemnified Party assumes the defense of any Third Party Claim in accordance with this Section 8.5 and proposes to settle such Third Party Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such Third Party Claim, the . The Indemnified Party may defend the same in such manner as it may deem appropriateshall not pay, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented permit to by the Applicable Indemnifying Partybe paid, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a settlement or a judgment arising from a Third Party Claim that seeks unless the Indemnifying Party consents in writing to such payment (not to be unreasonably withheld) or unless a temporary restraining order, injunction final judgment from which no appeal may be taken by or other equitable relief or relief for other than money damages on behalf of the Indemnifying Party is entered against the Indemnified PartyParty for such Third Party Claim.

Defense of Claims. 15.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 15, the Indemnifying Party shall be entitled to participate in the defense thereof andentitled, (b) if it so choosesat its option, to assume and control the defense thereof with defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel selected by the Applicable Indemnifying Party, of its choice provided that in connection with such assumption such counsel is not reasonably objected it gives prompt notice of its intention to by the Indemnified Party. Should the Applicable Indemnifying Party do so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party and reimburses the Indemnified Party for any legal the reasonable cost and expenses subsequently incurred by the Indemnified Party in connection with unless the defense thereof. Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 15.2.2 If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claimhas exercised its rights under Article 15.2.1, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of settle or compromise any such Third Party Claimclaim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim action suit or litigation with proceeding without the prior written consent of the Applicable Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 15.2.3 If the Indemnifying Party exercises its rights under Article 15.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written requestin the conduct of the defence of such action; or 3. Notwithstanding anything contained in this Agreement to the contrary, no Applicable The Indemnifying Party shall be entitled not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defense defence of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: 5. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or 6. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 15.2.4 Provided that if clauses 2, 3, or 4 of Article 15.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If In fulfilling its obligations under this Section 7.3, after the Indemnifying Party has provided each Indemnified Party with a Third written notice of its agreement to indemnify each Indemnified Party Claim under this Section 7.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is made against an reasonably satisfactory to the Indemnified Party, (aii) the Applicable Indemnifying Party will not consent to 57 any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be entitled indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion), and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof andor investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will shall not be liable have employed counsel reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by to represent the Indemnified Party in connection with within a reasonable time after notice of the defense thereof. If assertion of any such claim or institution of any such action or proceeding, (c) if the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, shall authorize the Indemnified Party shall (i) cooperate in all reasonable respects with to employ separate counsel at the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect toParty's expense, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not controld) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party action shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable seek relief or relief for other than money monetary damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable The Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume may undertake the defense of any claim, assertion, event or Proceeding by or in respect of a third party (a "Third Party ----------- Claim") if, within thirty (30) days after receiving notice of such Third Party ----- Claim, the Applicable Indemnifying Party will not be liable gives written notice to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects Indemnitee stating that it intends to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, defend against such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may beat its own cost and expense. If the Applicable The Indemnifying Party shall assume may also request that the Indemnitee manage the defense of such Third Party Claim on its behalf. The Indemnitee may, in its discretion, undertake the defense of any Third Party Claim seeking, in whole or in part, injunctive or other non-monetary or equitable relief. In the event that the Indemnifying Party undertakes the defense of the Third Party Claim, the Indemnified Indemnifying Party will keep the Indemnitee advised as to all material developments in connection with such Third Party Claim, including, but not limited to, promptly furnishing to the Indemnitee copies of all material documents filed or served in connection therewith. The Indemnitee shall, upon reasonable notice, provide the Indemnifying Party with full cooperation and access to his, her or its records and personnel relating to any such claim, assertion, event, proceeding or matter during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense, settlement, or resolution thereof, and the Indemnifying Party shall be entitled reimburse the Indemnitee for all his, her or its reasonable out-of-pocket expenses in connection therewith. In the case of a Third Party Claim the defense of which is managed by the Indemnitee (either by request or default), the Indemnitee shall use its best efforts to carry out such defense and to reduce the Losses suffered in connection therewith, and the Indemnifying Party shall reimburse the Indemnitee for all of his, her or its reasonable out-of-pocket expenses in connection therewith (including reasonable attorneys' fees). In the event the Indemnifying Party undertakes the defense, the Indemnitee shall have the right to employ one separate counsel per jurisdiction with respect to any Third Party Claim and to participate in (the defense thereof, but not control) the fees and expenses of such defense counsel shall be at the expense of the Indemnitee unless there are conflicts that make it reasonably necessary for separate counsel to represent the Indemnitee and the Indemnifying Party; provided that under no circumstances shall the Indemnifying Party be liable for the fees and expenses of more than one counsel per jurisdiction in any Third Party Claim for the Indemnitee together with its own counsel at its own expenseSubsidiaries and their respective officers, directors, employees, agents, successors and assigns, taken collectively and not separately. If the Applicable The assumption of any defense hereunder by an Indemnifying Party does shall not assume be deemed an admission of responsibility for the defense underlying claim or an admission of responsibility to indemnity. (b) The Indemnifying Party may, without the Indemnitee's consent but with notice thereof to Indemnitee, settle or compromise any Third Party Claim or consent to the entry of any judgment if such settlement, compromise or judgment involves only the payment of money by the Indemnifying Party, contains no admission of responsibility by the Indemnitee and provides for unconditional release by the claimant or the plaintiff of the Indemnitee from all liability in respect of such Third Party Claim. (c) In the event that the Indemnifying Party, within thirty (30) days after receiving written notice of any such Third Party Claim, fails to assume the Indemnified defense thereof, the Indemnitee shall have the right, subject to the provisions of this Section 8, to undertake the defense of such Third Party may defend Claim for the same in account of the Indemnifying Party at the expense of the Indemnifying Party. The Indemnitee shall not have the right to compromise or settle any such manner as it may deem appropriate, including settling such claim or litigation with Third Party Claim without the prior written consent of the Applicable Indemnifying Party and Party. If the Indemnitee defends any such claim or Proceeding, (i) the Indemnifying Parties may participate in, but not control, the defense of such claim or Proceeding, (ii) the Indemnitee shall provide the Indemnifying Parties with a copy of any settlement proposal from the Person asserting such claim or instituting such Proceeding immediately upon receipt thereof, (iii) if the Indemnitee receives any such settlement consented to by the Applicable Indemnifying Partyproposal, the Applicable liability of the Indemnifying Party will Parties with respect to such claim or Proceeding shall equal the lesser of (x) the amount offered in such settlement proposal, (y) the amount of actual Losses of the Indemnitee with respect to such claim or Proceeding or (z) the maximum liability of the Indemnifying Parties pursuant to Section 8.1(a) and (iv) the Indemnitee shall take all reasonable steps necessary in the defense or settlement thereof and shall at all times diligently and promptly reimburse pursue the Indemnified Party therefor upon written request. resolution thereof. (d) Notwithstanding anything contained in this Agreement Section 8 to the contrary, no Applicable Indemnifying Party shall be entitled to assume (i) the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against relating to Fox River Liabilities shall be resolved solely in accordance with the Indemnified PartyFox River Indemnification Agreements and (ii) Section 5.9 shall govern the Tax indemnification obligations of Sellers and Seller Parent and the procedures which apply to the resolution of all proceedings with respect to Taxes.

Defense of Claims. If Upon receipt by the Indemnifying Party of a Third notice from the Indemnified Party Claim is made with respect to any claim of a third party against an the Indemnified Party, (a) and acknowledgment by the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (bwhether after resolution of a dispute or otherwise) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by of the Indemnified Party. Should the Applicable Indemnifying Party so elect ’s right to assume the defense of a Third Party Claimindemnification hereunder with respect to such claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third such claim with counsel reasonably satisfactory to the Indemnified Party Claimand the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof, provided that the Indemnified Party is reimbursed by the Indemnifying Party for its costs in connection with such cooperation. If the Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of such claim, the Indemnified Party shall be entitled have the right to participate in (but not control) such defense with employ its own counsel in any such case, but the fees and expenses of such counsel shall be at its own expensethe expense of the Indemnified Party, unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and the Indemnified Party that makes it improper for one counsel to represent both parties, in which case the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Applicable Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party shall have the right to participate in the defense of such Third Party Claimclaim through counsel of its choice, at the Indemnifying Party’s expense, and the Indemnified Party may defend shall have control over the same in such manner as it may deem appropriate, including settling litigation and authority to resolve such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented subject to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartySchedule 19(e).

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any affiliate of a party to this Agreement (a “Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (ab) the Applicable The Indemnifying Party will have the right to participate in any Third Party Claim or, by giving written notice to the Indemnitee, in which notice the Indemnifying Party agrees that it will indemnify the Purchaser Group for any Indemnifiable Losses that may result from such Third Party Claim, to elect to assume the defense of any Third Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed), and the Indemnitee will cooperate in good faith in such defense at such Indemnitee’s own expense. The Indemnifying Party shall permit the Indemnitee to participate in such defense or settlement through counsel chosen by the Indemnitee, with the fees and expenses of such counsel borne by the Indemnitee unless under applicable standards of professional conduct a conflict may exist between the Indemnifying Party and the Indemnitee in which event the fees and expenses of such counsel shall be borne by the Indemnifying Party. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not indemnified hereunder. If the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnitee shall assume the defense of such Third Party Claim with counsel chosen by it and approved by the Indemnifying Party (which approval shall not be unreasonably withheld or delayed). The Indemnifying Party shall be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified cost of such participation to be at its own expense. The Indemnifying Party may defend shall be obligated to pay the same in reasonable attorneys’ fees and expenses of the Indemnitee to the extent that such manner fees and expenses relate to claims as it may deem appropriate, including settling to which indemnification is due hereunder. The Indemnitee shall not dispose of such claim action or litigation with enter into any monetary compromise or settlement for which indemnification is due hereunder without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) Any Indemnitee having a claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and expenses from third party insurers of such Indemnitee under applicable insurance policies so as to reduce the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contraryamount of any Indemnifiable Loss hereunder; provided, no Applicable Indemnifying Party however, that such Indemnitee shall be entitled to assume make such indemnification claim in advance of the defense disposition of any part such insurance claim and the pendency of a Third such insurance claim shall not entitle the Indemnifying Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.to delay performance of its indemnification claim

Defense of Claims. If Within thirty (30) Days after the Indemnifying Party receives a Third Claim Notice, the Indemnifying Party Claim is made against an shall notify the Indemnified Party, (a) Party whether or not the Applicable Indemnifying Party will be entitled to participate in assume responsibility for defense and payment of the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified PartyClaim. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Ifthe Indemnifying Party elects not to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such responsibility for defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without payment of the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the same in such manner Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may deem appropriate, including settling have with respect to such claim or litigation with Claim. The Indemnifying Party's failure to respond in writing to the prior written consent Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Applicable Claim. Ifthe Indemnifying Party elects to assume responsibility for defense and upon any such settlement consented to by payment of the Applicable Indemnifying Party, Claim: (a) the Applicable Indemnifying Party will promptly reimburse shall defend the Indemnified Party therefor upon written request. Notwithstanding anything contained against the Claim with counsel of the Indemnifying Party's choice (reasonably acceptable to Indemnified Party which shall cooperate with the Indemnifying Party in this Agreement to all reasonable respects in such defense), (b) the contrary, no Applicable Indemnifying Party shall be entitled pay any judgment entered or settlement with respect to assume such Claim, (c) the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim, and (d) the Indemnified Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim without the Indemnifying Party 's prior written consent. In all instances the Indemnified Party may employ separate counsel and participate in the defense of any part a Claim, but the Indemnified Party shall bear all fees and expenses of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against counsel employed by the Indemnified Party.

Defense of Claims. If a Third Party Claim any third party claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party OMNOVA will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by mutually acceptable to OMNOVA and the Applicable Indemnifying Indemnified Party, provided that in connection with such assumption such counsel is not reasonably objected OMNOVA first admits in writing its liability to by indemnify the Indemnified PartyParty with respect to all elements of such claim in full. Should the Applicable Indemnifying Party OMNOVA so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party third party claim: (i) OMNOVA will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, , (ii) the Indemnified Party shall will (iA) cooperate in all reasonable respects with the Applicable Indemnifying Party OMNOVA in connection with such defense and (iiB) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim third party claim without the Applicable Indemnifying Party’s OMNOVA's prior written consent, as the case may be. If , (iii) upon request, OMNOVA will consult with the Applicable Indemnifying Indemnified Party shall assume and its counsel and keep them apprised of material developments in the defense of any Third Party Claimcase or proceeding, and (iv) the Indemnified Party shall be entitled to participate in (but not to control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party OMNOVA does not assume the defense of any such Third Party Claimthird party claim, the Indemnified Party may shall diligently defend the same, or settle the same in on reasonable terms, after giving notice to OMNOVA of such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party OMNOVA will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party OMNOVA shall not be entitled to assume the defense of any part of a Third Party Claim third party claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for that the Indemnified Party determines, in good faith, is reasonably likely to affect its business other than by the payout of money damages against the Indemnified Partydamages.

Defense of Claims. If a Third Party Claim is made against an Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, (a) and will permit the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claimthe claim or litigation resulting from it, if counsel for the Applicable Indemnifying Party Party, who will not conduct the defense of the claim or litigation, will be liable to the Indemnified Party for any legal expenses subsequently incurred approved by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim(whose approval will not unreasonably be withheld), and the Indemnified Party shall (i) cooperate may participate in all reasonable respects with the Applicable defense at that party’s expense; if the Indemnifying Party will pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by the counsel in connection with such defense proceeding, and (ii) on the condition that the failure of any Indemnified Party to give notice under this Section 7 will not admit any liability with respect to, or settle, compromise or discharge, such Third relieve the Indemnifying Party Claim without of its obligations under this Section 7 unless the Applicable failure to give notice is materially prejudicial to an Indemnifying Party’s prior written consentability to defend such action. No Indemnifying Party, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claimclaim or litigation will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party may defend of a release from all liability in respect to the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable litigation. No Indemnifying Party will promptly reimburse the be required to indemnify any Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to for any settlement entered into without the contrary, no Applicable Indemnifying Party shall Party’s prior consent (which consent will not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyunreasonably withheld).

Defense of Claims. If a Third Party Claim is made against an Indemnified PartySubject to the last sentence of this Section 10.4, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel any claim for which indemnification has been sought under this Article X resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not reasonably objected to by a Party hereto (a “Third Party Claim”), the Indemnified Party. Should the Applicable Indemnifying Party so elect to may assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without (unless such Indemnitee elects not to seek indemnity hereunder for such Third Party Claim), upon written notice to the Applicable Indemnifying Party’s prior written consent, as the case may berelevant Indemnitee. If the Applicable Indemnifying Party Parties shall assume have assumed the defense of any Third Party Claim in accordance with this Section 10.4, the Indemnifying Parties shall be authorized to settle, or consent to the entry of any judgment arising from, any such Third Party Claim, without the Indemnified prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof (less any unapplied portion of the Minimum Amount and up to the Maximum Amount); provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such Third Party Claim. Each Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriatewith its own counsel and at its own expense. Each Indemnitee shall, including settling such claim or litigation and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the prior written consent Indemnifying Parties in the defense of the Applicable Indemnifying any Third Party and upon any such settlement consented to Claim being defended by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written requestParties pursuant to this Section 10.4. Notwithstanding anything contained in this Agreement to the contrary, no Applicable The assumption of any defense hereunder by an Indemnifying Party shall not be entitled to deemed an admission of responsibility for the Third Party Claim. If the Indemnifying Parties do not assume the defense of any Third Party Claim in accordance with the terms of this Section 10.4, the Indemnitee must defend against such Third Party Claim. The Indemnitee shall not pay, or permit to be paid, any part of a settlement or a judgment arising from a Third Party Claim that seeks unless the Indemnifying Parties consent in writing to such payment or unless a temporary restraining order, injunction final judgment from which no appeal may - 45 - be taken by or other equitable relief or relief for other than money damages on behalf of the Indemnifying Party is entered against the Indemnified Party.Indemnitee for such Third Party Claim; provided, however, (a) that the Indemnifying Party shall respond no later than the earlier of (i) ten (10) Business Days or (ii) the response deadline required by the terms of such settlement offer (provided the Indemnifying Party is given reasonable advance notice of the deadline) with respect to its consent to such settlement or judgment and (b) if Seller is the Indemnifying Party such consent (or withholding of consent) shall be given by the Seller Representative. If the Indemnitee assumes the defense of any Third Party Claim in accordance with this Section 10.4 and proposes to settle such Third Party Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnitee shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement negotiations or assume or reassume the defense of such Third Party Claim. Any Asbestos Claims described on Exhibit I shall be handled in accordance with the procedures described in Exhibit I.

Defense of Claims. 32.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article32, the Indemnifying Party shall be entitled to participate in the defense thereof andentitled, (b) if it so choosesat its option, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume and control the defense of a Third Party Claimsuch claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the Applicable Indemnifying Party will not be liable counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for any legal the reasonable cost and expenses subsequently incurred by the Indemnified Party in connection with prior to the defense thereof. If assumption by the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may bedefense. If the Applicable The Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall not be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of settle or compromise any such Third Party Claimclaim, the Indemnified Party may defend the same in such manner as it may deem appropriatedemand, including settling such claim action, suit or litigation with proceeding without the prior written consent of the Applicable Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 32.4.2 If the Indemnifying Party has exercised its rights under Article32.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). 32.4.3 If the Indemnifying Party exercises its rights under Article32.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: (a) The employment of counsel by such party has been authorized in writing by the Indemnifying Party; (b) The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable conduct of the defense of such action; (c) The Indemnifying Party shall be entitled not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against such action and shall have been so notified by the Indemnified Party; or (d) The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-Articles (b), (c) or (d) of this Article32.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defense of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action or proceeding made or brought by any person who is not a party to this Agreement or an affiliate of a party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party prompt written notice thereof. Such notice shall describe the nature of the Third Party Claim is in reasonable detail (including a copy of the Third Party Claim, if made against an Indemnified Partyin writing) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (ab) the Applicable The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof andIndemnitee, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable of any Third Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, provided that in connection with such assumption such counsel is not reasonably objected to by all appropriate proceedings, which proceedings will be diligently prosecuted, and the Indemnified Party. Should the Applicable Indemnitee will upon reasonable request of an Indemnifying Party so elect to assume cooperate in good faith in such defense at the Indemnifying Party’s expense. If the Indemnifying Party has not assumed the defense of a Third Party ClaimClaim with respect to which indemnification is sought pursuant to Section 9.1(a)(iii), it shall reimburse the Applicable Indemnifying Party will not be liable to the Indemnified Party Indemnittee for any legal reasonable attorneys’ fees, costs and expenses subsequently incurred by the Indemnified Party Indemnitee in connection with such defense in a timely manner following receipt of notice from the defense thereofIndemnitee requesting reimbursement. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume has assumed the defense of any Third Party Claim, it will not be liable for any legal fees, costs or expenses subsequently incurred by the Indemnified Party shall be entitled to participate Indemnitee in (but not control) such defense connection with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense thereof; provided, however, in the event the Indemnitee reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if the defendants in any such Third Party ClaimClaim include both such Indemnitee and the Indemnifying Party and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then such Indemnitee shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Third Party Claim on behalf of such Indemnitee and the Indemnifying Party will pay the reasonable and customary fees and disbursements of one such counsel. Notwithstanding the foregoing sentence, in the event that the Purchaser Group incurs attorneys’ fees, costs or expenses related to a claim, demand, suit or allegation by the Purchaser Group contending that the Seller or a subsidiary of the Seller, on the one hand, and one or more of the Companies or Subsidiaries, on the other hand, are jointly and severally liable for purposes of Section 9.1(a)(iv), (i) if a court of competent jurisdiction in the United States or any state issues a final order, judgment or decree that is not subject to reasonable further appeal finding that the Seller or any subsidiary of the Seller, on the one hand, and one or more of the Companies or Subsidiaries, on the other hand, are jointly and severally liable in respect of such claim, demand or suit, the Indemnified Party may defend Seller shall reimburse the same Purchaser Group for the reasonable and customary fees and disbursements of the Purchaser Group’s counsel in pursuing such manner as it may deem appropriateclaim, including settling demand or suit, and (ii) if a court of competent jurisdiction in the United States or any state issues a final order, judgment or decree that is not subject to reasonable further appeal that does not find that the Seller or any subsidiary of the Seller, on the one hand, and one or more of the Companies or Subsidiaries, on the other hand, are jointly and severally liable in respect of such claim claim, demand or litigation with suit, the Purchaser shall reimburse the Seller for the reasonable and customary fees and disbursements of the Seller’s counsel in defending such claim, demand or suit. Without the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented Indemnitee (not to by the Applicable Indemnifying Partybe unreasonably withheld, delayed or conditioned), the Applicable Indemnifying Party will promptly reimburse not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the Indemnified part of the Indemnitee for which the Indemnitee does not simultaneously receive full indemnification or that would fail to result in the Indemnitee receiving a release of any Third Party therefor upon Claims. If the Indemnifying Party does not fulfill its obligation to assume the defense within thirty (30) days after an Indemnitee provides written request. Notwithstanding anything contained in this Agreement notice to the contraryIndemnifying Party of any Third Party Claim, no Applicable then the Indemnitee will have the right to defend against such Third Party Claim, and the Indemnifying Party shall be entitled liable for the Indemnitee’s reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith; provided, however, that the Indemnifying Party shall have the right to assume the defense of such Third Party Claim at any part of time thereafter; and provided, further, that the Indemnitee shall not settle or compromise a Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (c) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that seeks (i) the Indemnifying Party is then in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and subject in right of payment to the Indemnitee’s rights against such third party. (d) A failure to give timely notice as provided in this Section 9.2 will not affect the rights or obligations of any party hereunder except if, and only to the extent that, as a temporary restraining orderresult of such failure, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyparty that was entitled to receive such notice was materially prejudiced as a result of such failure.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) In the Applicable Indemnifying Party will be entitled to participate in the defense thereof case of any claim for indemnification under Section 9.1 (if NeuroBo) or Section 9.2 (if Dong-A) arising from a claim of a Third Party, an indemnified party must give prompt notice and, subject to the following sentence, in no case later than [***] days after the indemnified party’s receipt of notice of such claim, to the indemnifying party of any claim of which such indemnified party has knowledge and as to which it may request indemnification hereunder. The failure to give such notice will not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. (b) if it so chooses, The indemnifying party will have the right to assume defend and to direct the defense thereof against any such claim in its name and at its expense, and with counsel selected by the Applicable Indemnifying Partyindemnifying party unless (i) the indemnifying party acknowledges fully its obligations to the indemnified party(ies) under this Agreement within [***] days after receiving notice of such Third Party claim; (ii) the applicable Third Party claim alleges fraud; (iii) there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of such defense; (iv) the Third Party claim is criminal in nature, provided that could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the indemnified party; (v) the Third Party claim seeks injunctive relief or other equitable remedies against the indemnified party(ies); and/or (vi) the indemnified party is NeuroBo and the Third Party is a customer of NeuroBo. (c) If the indemnifying party elects, and is entitled, to compromise or defend such claim, it will within [***] days of receipt of notice (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party must, at the request and expense of the indemnifying party, cooperate in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claimsuch claim. (d) If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Applicable Indemnifying Party indemnified party may pay, compromise or defend such claim. (e) Except as set forth in the immediately preceding subsection, the indemnifying party will have no indemnification obligations with respect to any such claim which will be settled by the indemnified party without the prior written consent of the indemnifying party (which consent may not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party will not be liable required to refrain from paying any claim that has matured by an order, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor will it be required to refrain from paying any claim where the Indemnified Party for delay in paying such claim would result in the foreclosure of a lien upon any legal expenses subsequently incurred of the property or assets then held by the Indemnified Party indemnified party or where any delay in connection with payment would cause the indemnified party material economic loss. (f) The indemnifying party’s right to direct the defense thereof. If will include the Applicable Indemnifying Party elects right to assume compromise or enter into an agreement settling any claim by a Third Party; provided that no such compromise or settlement will obligate the defense indemnified party to agree to any settlement that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the indemnified party other than the delivery of a Third Party Claimrelease, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation except with the prior written consent of the Applicable Indemnifying Party and upon indemnified party (such consent to be withheld or delayed only for a good faith reason). (g) Notwithstanding the indemnifying party’s right to compromise or scale in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any such settlement consented to claim over the objection of the indemnified party; provided, however, that consent by the Applicable Indemnifying Party, indemnified party to settlement or compromise will not be unreasonably withheld or delayed. (h) The indemnified party will have the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained right to participate in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part claim with counsel selected by it subject to the indemnifying party’s right to direct the defense. The fees and disbursements of a Third Party Claim that such counsel will be at the expense of the indemnified party; provided, however, that, in the case of any claim which seeks a temporary restraining order, injunction injunctive or other equitable relief or relief for other than money damages against the Indemnified Partyindemnified party, the fees and disbursements of such counsel will be at the expense of the indemnifying party.

Defense of Claims. If a Third Party Claim is made against an party hereto seeks indemnification under this Section 11.2, such party (the “Indemnified Party”) shall give written notice as soon as reasonably practicable to the other party (the “Indemnifying Party”) of the facts and circumstances giving rise to the claim. In that regard, if any suit, action, claim, liability or obligation (aa “Proceeding”) shall be brought or asserted by any third party which, if adversely determined, would entitle the Applicable Indemnified Party to indemnity pursuant to this Section 11.2, the Indemnified Party shall within 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding or permit its predecessors (a “Permitted Designee”) to assume such defense if the Indemnifying Party is required to permit such Permitted Designee to assume and control such defense pursuant to any agreement it has made with such Permitted Designee (provided that, in either case, the Indemnifying Party and, if applicable, its Permitted Designee shall consult with the Indemnified Party with respect thereto and keep the Indemnified Party fully apprised of such defense), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Party to full indemnity pursuant to Section 11.2, the Indemnified Party may elect to participate in a joint defense of such Proceeding (a “Joint Defense Proceeding”) for which the expenses of such joint defense will be shared by such parties in proportion to each party’s liability and the employment of counsel shall be reasonably satisfactory to both parties; provided further that if the participation of such Indemnified Party would void any indemnity to which any Indemnifying Party may be entitled to participate in receive from any third party, upon receipt of an unconditional written undertaking from the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to compensate the Indemnified Party for any legal expenses subsequently incurred by and all Losses in connection with such Proceeding, the Indemnifying Party may elect to exclude the Indemnified Party from participation in connection with the defense thereofsuch Proceeding. If the Applicable Indemnifying Party elects to assume and control the defense of a Third Proceeding (either directly or through its Permitted Designee), it will provide notice thereof within 30 days after the Indemnified Party Claimhas given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Party shall (i) cooperate in all reasonable respects with have the Applicable right to employ counsel separate from counsel employed by the Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consentits Permitted Designee, as the case may be, in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party or its Permitted Designee, as the case may be, in writing or (ii) the Indemnifying Party or its Permitted Designee, as the case may be, has failed to assume the defense and employ counsel. The Indemnifying Party shall not be liable for any settlement of any Proceeding, the defense of which it (either directly or through its Permitted Designee) has elected to assume, which settlement is effected without the written consent of the Indemnifying Party; provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both the Indemnifying Party and the Indemnified Party. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Party with respect to the settlement or judgment. If the Applicable Indemnifying Party shall (either directly or through its Permitted Designee) elects to assume and control the defense or in the event of any Third Party Claima Joint Defense Proceeding, the Indemnified Party shall be entitled take all reasonable efforts necessary to participate in (but not control) such defense with its own counsel at its own expense. If assist the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Partydefense.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the The Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume initially undertake the defense of any Third third party Loss Claim (at the expense of the Indemnifying Party) until the Indemnifying Party Claim, has acknowledged in writing that the Indemnifying Party is indemnifying the Indemnified Party shall be entitled with respect to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Loss Claim, whether or not involving litigation, at which point the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of such Loss Claim; provided that the Indemnified Party may at any part time, at its election, participate (including through representation by attorneys of a Third its own) in such defense; provided that such participation shall be at the Indemnified Party's own expense unless the named parties to such Loss Claim (including any impleaded parties), including both the Indemnified Party and the Indemnifying Party, shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, it being understood, however, that in such case 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 reasonable fees and expenses of more than one separate firm of attorneys. At the Indemnifying Party's reasonable request, the Indemnified Party will cooperate with the Indemnifying Party in the preparation of such defense if the Indemnifying Party reimburses the Indemnified Party for the reasonable expenses incurred in connection with such request. The Indemnifying Party shall not settle any such Loss Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for consideration other than money damages against without the prior written consent of the Indemnified Party and the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect of such Loss Claim. The Indemnified Party shall not settle any Loss Claim so long as the Indemnifying Party is reasonably contesting any such Loss Claim in good faith. The party contesting or defending a third party Loss Claim shall afford to the other party and its counsel an opportunity to be present, and to participate in conferences with all persons, including governmental authorities, asserting such claims and conferences with representatives or counsel for such persons.

Defense of Claims. If a Third In the case of any third party claim, if within 20 days after receiving the notice described in Section 5.4, the Indemnifying Party Claim is made against an Indemnified Party, or Parties (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable gives written notice to the Indemnified Party for any legal expenses subsequently incurred by stating that the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume would be liable under the defense provisions hereof for indemnity in the amount of a Third Party Claim, such claim if such claim were valid and that the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with disputes and intends to defend against such defense and (ii) not admit any claim, liability with respect to, or settle, compromise or discharge, such Third Party Claim without expense at the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the own cost and expense and (b) provides assurance reasonably acceptable to such Indemnified Party shall that such indemnification will be entitled to participate in (but not control) paid fully and promptly if required and such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend will not incur cost or expense during the same in such manner as it may deem appropriateproceeding, including settling such claim or litigation with then the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of such claim and to choose counsel for the defense (subject to the consent of such Indemnified Party which consent shall not be unreasonably withheld) and such Indemnified Party shall not be required to make any part payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of a Third the defense of any such matters by the Indemnifying Party Claim shall relate solely to the claim, liability or expense that seeks a temporary restraining orderis subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, injunction or other equitable relief or relief for other than money damages against it shall have the right to settle (provided that any such settlement which results in any adverse consequences to the Indemnified Party shall require the consent of such Indemnified Party., which consent shall not be unreasonably withheld) all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party’s obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Applicable Indemnifying Party first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s 's prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party of such terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Certificate Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Seller or AFL, as applicable, will be entitled to participate in the defense thereof and, (b) if it either so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartySeller or AFL, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Seller or AFL, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party Seller or AFL so elect to assume the defense of a Third Party Claim, neither the Applicable Indemnifying Party Seller nor AFL will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Seller or AFL elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Seller and AFL in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s Seller's or AFL's prior written consent, as the case may be. If the Applicable Indemnifying Party Seller or AFL shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Seller or AFL does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving notice to the prior written consent Seller and AFL of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Partyterms and, the Applicable Indemnifying Party Seller and AFL will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Note Purchase Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party neither the Seller nor AFL shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action or proceeding made or brought by any person who is not a party to this Agreement or an affiliate of a party to this Agreement with respect to which indemnification is to be sought from an Indemnifying Party (such claim, action or proceeding, a “Third Party Claim”), the Indemnitee will give such Indemnifying Party prompt written notice thereof. Such notice shall describe the nature of the Third Party Claim in reasonable detail (including a copy of the Third Party Claim, if made in writing) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, assume the defense of any Third Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, by all appropriate proceedings, which proceedings will be diligently prosecuted, and the Indemnitee will upon reasonable request of an Indemnifying Party cooperate in good faith in such defense at the Indemnifying Party’s expense; provided, however, if any member of the Purchaser Group provides to the Seller notice of the assertion or commencement of a Third Party Claim is made against an Indemnified Partyin accordance with Section 6.2(a) for which such member of the Purchaser Group is, (a) in good faith, seeking indemnification from the Applicable Indemnifying Party will be entitled Seller pursuant to participate this Article VI, the Seller shall, notwithstanding anything to the contrary set forth in the defense thereof andthis Section 6.2(b), (b) if it so chooses, to promptly assume the defense thereof with counsel selected of such Third Party Claim at the Seller’s own expense and by its own counsel, by all appropriate proceedings, which proceedings will be diligently prosecuted by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not reasonably objected to by Seller. If the Indemnified Party. Should the Applicable Indemnifying Party so elect to assume has not assumed the defense of a Third Party ClaimClaim with respect to which indemnification is sought pursuant to Section 6.1(a)(iii), it shall reimburse the Applicable Indemnifying Party will not be liable to the Indemnified Party Indemnitee for any legal reasonable attorneys’ fees, costs and expenses subsequently incurred by the Indemnified Party Indemnitee in connection with such defense in a timely manner following receipt of notice from the defense thereofIndemnitee requesting reimbursement. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume has assumed the defense of any Third Party Claim, it will not be liable for any legal fees, costs or expenses subsequently incurred by the Indemnified Indemnitee in connection with the defense thereof; provided, however, in the event the Indemnitee reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if the defendants in any such Third Party Claim include both such Indemnitee and the Indemnifying Party and such Indemnitee shall have reasonably concluded that there may be entitled legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then such Indemnitee shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Third Party Claim on behalf of such Indemnitee and the Indemnifying Party will pay the reasonable and customary fees and disbursements of one such counsel. Without the prior written consent of the Indemnitee (but not control) such defense with its own counsel at its own expenseto be unreasonably withheld, delayed or conditioned), the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee does not simultaneously receive full indemnification or that would fail to result in the Indemnitee receiving a release of any Third Party Claims. If the Applicable Indemnifying Party does not exercise its right or fulfill its obligation, as appropriate, to assume the defense within fifteen (15) days (or sooner in the event of an emergency or other circumstances requiring an expedited response, as determined in the reasonable opinion of the Indemnitee) after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claim, then the Indemnitee will have the right to defend against such Third Party Claim, and the Indemnifying Party shall be liable for the Indemnitee’s reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith; provided, however, that (i) if the Indemnifying Party is the Seller, the Seller shall have the obligation to assume the defense of such Third Party Claim promptly thereafter and (ii) if the Indemnifying Party is the Purchaser, the Purchaser shall have the right, but not the obligation, to assume the defense of such Third Party Claim thereafter; and provided, further, that, in each case, the Indemnitee shall not settle or compromise a Third Party Claim without the prior written consent of the Indemnifying Party. Notwithstanding the foregoing, if the Seller has assumed the defense of any Third Party Claim, as required by this Section 6.2(b), then, if a court of competent jurisdiction shall issued a final order, judgment or decree that is not subject to reasonable further appeal to the effect that no member of the Purchaser Group is entitled to receive indemnification from the Seller pursuant to this Article VI with respect to such Third Party Claim, the Indemnified Party may defend Purchaser shall, promptly following the same in issuance of such manner as it may deem appropriatefinal order, including settling such claim judgment or litigation with decree, reimburse the prior written consent of the Applicable Indemnifying Party Seller for all reasonable and upon any such settlement consented to customary legal fees and out-of-pocket expenses incurred by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained Seller in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume connection with its assumption of the defense of any part of a such Third Party Claim Claim. (c) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that seeks (i) the Indemnifying Party is then in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and subject in right of payment to the Indemnitee’s rights against such third party. (d) A failure to give timely notice as provided in this Section 6.2 will not affect the rights or obligations of any party hereunder except if, and only to the extent that, as a temporary restraining orderresult of such failure, injunction or other equitable relief or relief for other than money damages against the Indemnified Partyparty that was entitled to receive such notice was materially prejudiced as a result of such failure.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party Seller will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying PartySeller, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party, (ii) no material conflict of interest shall exist in relation to such Third Party Claim between such Indemnified Party and Seller, and (iii) the Seller, subject to Section 14.15, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full to the extent such claim is valid. Should the Applicable Indemnifying Party Seller so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party Seller will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party Seller elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party Seller in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying PartySeller’s prior written consent, as the case may be. If the Applicable Indemnifying Party Seller shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party Seller does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with after giving prompt notice to the prior written consent Seller of the Applicable Indemnifying Party and upon any such settlement consented terms and, subject to by the Applicable Indemnifying PartySection 14.15, the Applicable Indemnifying Party Seller will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no Applicable Indemnifying Party the Seller shall not be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) the Applicable Indemnifying Party will be entitled acknowledges in writing its obligation to participate in indemnify the defense thereof and, Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) if it so chooses, the Claim does not seek to assume impose any liability or obligation on the defense thereof with counsel selected by Indemnified Party other than for money damages; and (c) the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is Claim does not reasonably objected relate to by the Indemnified Party's relationship with its customers or employees. Should If such conditions are satisfied and the Applicable Indemnifying Party so elect elects to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable to for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party for any legal expenses subsequently incurred by so long as, and only so long as, such settlement includes an unconditional and irrevocable agreement and commitment of the claimant (y) that the Indemnified Party will be released from liability in connection with respect of the Claim and (z) that such settlement does not require Buyer to take any action or refrain from taking any action or; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof. If , but the Applicable Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party elects has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) the Indemnified Party reasonably concludes that a Third conflict of interest exists between the interests of the Indemnified Party Claimand the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party or (C) the Indemnified Party concludes that the Indemnifying Party does not have the ability to discharge any obligations it may assume under any settlement of a Claim or that the discharge of the Indemnified Party from any liability with respect to a Claim is not effective or complete. If such conditions are not satisfied, the Indemnified Party shall (i) cooperate in all reasonable respects with may assume and control the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without of the Applicable Indemnifying Party’s prior written consent, as the case may beClaim. If the Applicable Indemnifying Party shall assume the assumes defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party a Claim, the Indemnified Party may defend participate, in circumstances other than those described in clause (B) of the same second preceding sentence at its own expense, in such the defense of the Claim, although the Indemnifying Party will be in control of the defense of the Claim. If the Indemnifying Party does not assume control of the defense of the Claim, the Indemnified Party may conduct the defense of the Claim in the manner as it determines to be appropriate, including the right to effect any settlement of the Claim it may deem appropriate, including settling such claim or litigation . Each party agrees to cooperate with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained other party in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified PartyClaim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified PartyParty and (ii) the Applicable Indemnifying Party first admits in writing their joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of after giving notice to the Applicable Indemnifying Party of such terms and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no an Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If In connection with any claim that may give rise to indemnity under this ARTICLE X resulting from or arising out of any action, suit, proceeding or arbitration against an Indemnitee by a Person that is not a party hereto (a "Third Party Claim is made against an Indemnified PartyClaim"), (a) the Applicable Indemnifying Party will (through the Representative if the Sellers are the Indemnifying Party) shall be entitled to participate participate, at its sole expense, in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense; provided, however, that the Indemnitee shall be entitled to participate in such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnifying Party that would make such representation advisable; provided further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnitees in connection with any Third Party Claim. If the Indemnitee participates in the defense of any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnitee for the expenses of defending such assumption such Third Party Claim upon submission of periodic bills. The Indemnifying Party shall be liable for the fees and expenses of counsel is not reasonably objected to employed by the Indemnified Party. Should Indemnitee for any period during which the Applicable Indemnifying Party so elect has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to assume give notice of the Third Party Claim as provided above). The Parties agree to cooperate fully with each other in the defense or prosecution of any Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party no Indemnitee shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s 's prior written consentconsent (which consent shall not be unreasonably withheld). The Indemnifying Party shall obtain the consent of any affected Indemnitee (which consent shall not be unreasonably withheld) before entering into any settlement, adjustment or compromise of such claims or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, (i) there would be imposed on such Indemnitee any material liability or obligation not covered by the Escrow Amount (including, without limitation, any injunctive relief or other similar remedy), or (ii) in the case may beof a settlement of a claim arising by virtue of a breach of any representation or warranty in Section 4.11, settlement of such claim would result in adverse tax consequences to the Surviving Corporation in taxable periods subsequent to the Closing Date. If the Applicable Indemnifying Party fails to defend or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, the Indemnitee shall assume have the right to undertake the defense of or settlement thereof, at the Indemnifying Party's expense. In connection with any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If Indemnitee or the Applicable Indemnifying Party does not assume Party, if it has assumed the defense of any such claim pursuant to this Section 10.04, shall diligently pursue the defense of such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If With respect to a Third Party Claim is made claim filed by a third party against an Indemnified Party, (a) the Applicable Indemnifying Indemnified Party will shall not in any event be entitled to participate in indemnification hereunder unless prompt notice is provided to the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party. If after receipt of the Claim Notice of a claim by a third party, provided the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such assumption lawsuit or action, the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such counsel is not Action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably objected acceptable to by the Indemnified Party. Should , to handle and defend the Applicable same unless the named parties to such Action (including any impleaded parties) include both the Indemnifying Party so elect and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Action, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. If the Indemnifying Party fails to assume the defense of a Third Party Claim, such Claim within 15 calendar days after receipt of the Applicable Claim Notice and the Indemnifying Party will not be liable is otherwise obligated hereunder to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party indemnify against such Claim, the Indemnified Party shall against which such Claim has been asserted will (iupon delivering notice to such effect to the Indemnifying Party) cooperate in all reasonable respects with undertake, at the Applicable Indemnifying Party in connection with such defense Party's cost and (ii) not admit any liability with respect toexpense, or settlethe defense, compromise or discharge, settlement of such Third Party Claim without on behalf of and for the Applicable account and risk of the Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying The Indemnified Party shall assume assuming the defense of any Third Claim will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Provided the Indemnifying Party is liable hereunder for the underlying Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume the defense liable for any settlement of any part Action effected pursuant to and in accordance with the terms hereof and for any final judgment (subject to any right of a Third appeal) and the Indemnifying Party Claim that seeks a temporary restraining order, injunction agrees to indemnify and hold harmless an Indemnified Party from and against any Damages by reason of such settlement or other equitable relief or relief for other than money damages against the Indemnified Partyjudgment.