Common use of Defense of Proceedings Clause in Contracts

Defense of Proceedings. The Company will be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 10(d) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party, and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense of the thereof. Such Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) such Indemnified Party unless: 12.3.1 the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnifying Party; 12.3.2 such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); 12.3.3 the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or 12.3.4 any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party, and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and choice of counsel, howeverand the failure by such Indemnified Party to object to such counsel within 10 Business Days following its receipt of such notice, that the Company such Indemnifying Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense of the thereof. Such Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party, and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within 10 Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense of the thereof. Such Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) such Indemnified Party unless: 12.3.1 the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnifying Party; 12.3.2 such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); 12.3.3 the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or 12.3.4 any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within five (5) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his its own counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 10(d) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the reasonable fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. The Indemnifying Person shall be responsible for the reasonable fees and expenses of only one counsel retained by all Indemnified Parties with respect to any Indemnified Proceeding, and any additional counsel shall be retained at the expense of such Proceeding Indemnified Party, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be actingIndemnified, in connection therewith, with which case the Indemnifying Party shall be responsible for the reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementsuch additional counsel.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party at the expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (ii) such Indemnified Parties in any Proceeding if the Indemnitee has Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel in reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and such failure has materially prejudiced (or, in the reasonable judgment of the Indemnified Party, is in danger of materially prejudicing) the outcome of such Indemnified Proceeding, but ; in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Party shall be at the expense of the Indemnitee such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (iwhich conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company such Indemnified Party and the one or more other Indemnified Parties with respect to such Proceeding or (iv) in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Trinity Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify the relevant Indemnitor of the commencement thereof, such Indemnitor shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Trinity Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from such Indemnitor to such Indemnified Person of such Indemnitor’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such Proceedingcounsel within ten Business Days following its receipt of such notice, such Indemnitor shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Person shall have the right to employ his own its counsel in any such Trinity Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Person unless: (i) the employment of separate counsel by such Indemnified Person at the Indemnitee (and the Company’s payment of the expenses expense of such counsel) Indemnitor has been authorized in writing by the Company; such Indemnitor (which authorization shall not be unreasonably withheld or delayed); (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Person shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between such Indemnitor and such Indemnified Person in the Company and conduct of the defense of such Trinity Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in any case referred to in this clause (ii), such Indemnitor shall not have the right to direct the defense of such Trinity Indemnified Proceeding on behalf of the Indemnified Parties with respect to Person); (iii) such Proceeding or (iv) the Company Indemnitor shall not in fact have employed counsel reasonably acceptable to the Indemnified Person, to assume the defense of the Indemnitee in such Trinity Indemnified Proceeding within a reasonable time after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses commencement thereof (i)provided, (ii) or however, that this clause (iii) shall not constitute a waiver of any conflict of interest which may arise with respect to any such counsel); or (iv) any counsel employed by such Indemnitor shall fail to timely commence or maintain the defense of such Trinity Indemnified Proceeding, in each of which cases the fees and expenses of counsel for such Indemnified Person shall be at the Indemnitee’s expense of such Indemnitor; provided, that without the prior written consent of such Indemnified Person, such Indemnitor shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Trinity Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding. No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Trinity Indemnified Proceeding in respect of which any payment would result hereunder or under the other Transaction Agreements without the prior written consent of such Indemnitor, such consent not to be unreasonably withheld or delayed. Only one counsel shall be advanced retained by all Indemnified Persons with respect to any Trinity Indemnified Proceeding, unless counsel for any Indemnified Person reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between such Indemnified Person and one or more other Indemnified Persons in the Company conduct of the defense of such Trinity Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in accordance any case referred to in this sentence such Indemnified Person may retain separate counsel together with this Agreementall other Indemnified Persons subject to the same conflict of interest or sharing such additional defenses, claims, counterclaims or causes of action). The foregoing Indemnities shall expressly include any Trinity Indemnified Amounts attributable to the ordinary, sole or contributory negligence of any Indemnified Person.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 10(d) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will With respect to any Proceeding as to which the Indemnitee has notified the Corporation and the Corporation has determined that the Indemnitee is entitled to indemnification: (a) the Corporation shall be entitled to participate, participate therein at its own expense; and (b) the Corporation, in jointly with any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeother indemnifying party similarly notified, and the Company will shall be entitled to assume the defense of the Indemnified Parties therein, thereof with counsel reasonably satisfactory to the Indemnitee; provided, howeverPROVIDED HOWEVER, that the Company Corporation shall not be entitled to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded concludes that there may be a conflict of interest between the Company Corporation and the Indemnified Parties Indemnitee with respect to such Proceeding. After notice from the Corporation to the Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his its own counsel in any such Proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless unless: (i) the Corporation has authorized the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; Indemnitee; (ii) there may be one or more defenses or claims available to the Indemnitee shall have reasonably concluded that are different from or additional to those available to counsel engaged by the CompanyCorporation may not adequately represent the Indemnitee; or (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company Corporation shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel or shall not in fact have assumed such defense or such counsel shall not and be acting, acting in connection therewith, therewith with reasonable diligence. The Corporation shall have the right, in its sole discretion, to settle any Proceeding; it being understood PROVIDED, HOWEVER that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of no settlement may be made without the Indemnitee’s counsel shall be advanced by 's prior consent if it will adversely affect the Company in accordance with this AgreementIndemnitee. The Indemnitee agrees to give the Corporation such information and cooperation as it may reasonably require to defend or settle any Proceeding.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 5.02, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (i) the employment of counsel by such Indemnified Parties Party at the expense of the applicable Indemnifying Party has been authorized in any Proceeding if the Indemnitee has writing by such Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 5.03 above (it being agreed that in any case referred to in this clause (iii) such Proceeding, but Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Person shall be at the expense of such Indemnifying Person. The Indemnifying Person shall be responsible for the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (reasonable fees and the Company’s payment of the expenses of only one counsel retained by all Indemnified Persons with respect to any Indemnified Proceeding, and any additional counsel shall be retained at the expense of such counselIndemnified Person, unless counsel for any Indemnified Person reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between such Indemnified Person and one or more other Indemnified Persons in the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be actingIndemnified, in connection therewith, with which case the Indemnifying Person shall be responsible for the reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementsuch additional counsel.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify Sabine of the commencement thereof, the Sponsor Subsidiaries together shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from Sabine to such Indemnified Person of such Sponsor Subsidiary's election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such Proceedingcounsel within ten Business Days following its receipt of such notice, no Sponsor Subsidiary shall be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Person shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from shall be at the Company expense of such Indemnified Person unless: (i) the employment of counsel by such Indemnified Person at the expense of the Sponsor Subsidiaries has been authorized in writing by Sabine (which authorization shall not be unreasonably withheld or delayed); (ii) such Indemnified Person shall have reasonably concluded in its assumption good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between a Sponsor Subsidiary and such Indemnified Person in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in any case referred to in this clause (ii) the Sponsor Subsidiaries shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Person); (iii) the Sponsor Subsidiaries shall not have employed Xxxxx, Day, Xxxxxx and Xxxxx, or other counsel reasonably acceptable to the Indemnified Person, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest which may arise with respect to any such counsel); or (iv) any counsel employed by the Sponsor Subsidiaries shall fail to timely commence or maintain the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Person shall be at the expense of the Indemnitee unless (i) Sponsor Subsidiaries jointly and severally; provided that without the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses prior written consent of such counsel) has been authorized by the Company; (ii) there may be one Indemnified Person, no Sponsor Subsidiary shall settle or more defenses compromise, or claims available consent to the Indemnitee that are different entry of any judgment in, any pending or threatened Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or additional to those available other legal proceeding. No Indemnified Person shall settle or compromise, or consent to the Company; entry of any judgment in, any pending or threatened Indemnified Proceeding in respect of which any payment would result hereunder or under the Operative Documents without the prior written consent of El Paso, such consent not to be unreasonably withheld or delayed. Only one counsel shall be retained by all Indemnified Persons with respect to any Indemnified Proceeding, unless counsel for any Indemnified Person reasonably concludes in good faith (iiiwhich conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) Indemnitee has reasonably concluded that there is or may be a conflict of interest between such Indemnified Person and one or more other Indemnified Persons in the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; Indemnified Person (it being understood agreed that in any case referred to in this sentence such Indemnified Person may retain separate counsel together with all other Indemnified Persons subject to the case same conflict of any interest or sharing such additional defenses, claims, counterclaims or causes of the foregoing clauses (iaction). THE FOREGOING INDEMNITIES SHALL EXPRESSLY INCLUDE ANY INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementSOLE OR CONTRIBUTORY NEGLIGENCE OF ANY INDEMNIFIED PERSON.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 5.02, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party, and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense of the thereof. Such Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 5.02, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party, and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense of the thereof. Such Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party and it shall notify the applicable Indemnifying Party of the commencement thereof, such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i1) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii2) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (2) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (3) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof ( provided , however , that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (4) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or maintain the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify the relevant Indemnitor of the commencement thereof, such Indemnitor shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from such Indemnitor to such Indemnified Person of such Indemnitor's election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such Proceedingcounsel within ten Business Days following its receipt of such notice, such Indemnitor shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Person shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Person unless: (i) the employment of separate counsel by such Indemnified Person at the Indemnitee (and the Company’s payment of the expenses expense of such counsel) Indemnitor has been authorized in writing by the Company; such Indemnitor (which authorization shall not be unreasonably withheld or delayed); (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Person shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between such Indemnitor and such Indemnified Person in the Company and conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in any case referred to in this clause (ii) such Indemnitor shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Parties with respect to Person); (iii) such Proceeding or (iv) the Company Indemnitor shall not in fact have employed Jones, Day, Reavis & Pogue, or other counsel reasonably acxxxxxble to the Xxdemxxxxxd Person, to assume the defense of the Indemnitee in such Indemnified Proceeding within a reasonable time after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses commencement thereof (i)provided, (ii) or however, that this clause (iii) shall not constitute a waiver of any conflict of interest which may arise with respect to any such counsel); or (iv) any counsel employed by such Indemnitor shall fail to timely commence or maintain the defense of such Indemnified Proceeding, in each of which cases the fees and expenses of counsel for such Indemnified Person shall be at the Indemnitee’s expense of such Indemnitor; provided that without the prior written consent of such Indemnified Person, such Indemnitor shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, 45 Trinity Company Agreement investigation, suit or other legal proceeding. No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Indemnified Proceeding in respect of which any payment would result hereunder or under the other Operative Documents without the prior written consent of such Indemnitor, such consent not to be unreasonably withheld or delayed. Only one counsel shall be advanced retained by all Indemnified Persons with respect to any Indemnified Proceeding, unless counsel for any Indemnified Person reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between such Indemnified Person and one or more other Indemnified Persons in the Company conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in accordance any case referred to in this sentence such Indemnified Person may retain separate counsel together with this Agreementall other Indemnified Persons subject to the same conflict of interest or sharing such additional defenses, claims, counterclaims or causes of action). THE FOREGOING INDEMNITIES SHALL EXPRESSLY INCLUDE ANY INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY INDEMNIFIED PERSON.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 10(d) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or Table of Contents (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within [ * ] ([ * ]) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s payment application requesting confidential treatment under Rule 24b-2 of the expenses Securities Exchange Act of such counsel1934, as amended. good faith) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 15.2(c) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 6.2, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Indemnified Parties in any Proceeding if Commission pursuant to the Indemnitee has reasonably concluded that there may be a conflict Company’s application requesting confidential treatment under Rule 24b-2 of interest between the Company Securities Exchange Act of 1934, as amended. and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within [ * ] Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (ia) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (iib) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (c) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (c) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (c) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 6.3 (it being agreed that in any case referred to in this clause (c) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (d) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (a) the employment of counsel by such Indemnified Party at the expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (b) such Indemnified Parties in any Proceeding if the Indemnitee has Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (c) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (it being agreed that in any case referred to in this clause (c) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party and that this clause (c) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (d) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and such failure has materially prejudiced (or, in the reasonable judgment of the Indemnified Party, is in danger of materially prejudicing) the outcome of such Indemnified Proceeding, but ; in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Party shall be at the expense of the Indemnitee such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (iwhich conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company such Indemnified Party and the one or more other Indemnified Parties with respect to such Proceeding or (iv) in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided, however, that failure of Indemnitee to provide such notice will not relieve the Company of its liability hereunder if the Company receives timely notice of such Proceeding from any other source. (b) If, at the time of the receipt of a notice of a Proceeding pursuant to Section 5(a) above, the Company has directors' and officers' liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurer in accordance with the procedures set forth in the applicable policy. The Company will be entitled shall thereafter take all necessary or appropriate action to participatecause such insurer to pay, at its own expenseon behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policy. (c) If the Company is obligated under this Agreement to pay or advance Indemnitee's Expenses in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeProceeding, and the Company will shall be entitled to assume the defense of the Indemnified Parties therein, such Proceeding with counsel reasonably satisfactory selected by the Company upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice and the Indemnitee; providedretention of such counsel by the Company, however, that the Company shall not be entitled liable to assume the defense Indemnitee this Agreement for any fees of the Indemnified Parties in any Proceeding if the counsel subsequently incurred by Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceedingthe same Proceeding except for reasonable costs of investigation. The Indemnitee shall have the right to employ his own counsel in any such ProceedingProceeding at Indemnitee's expense. Furthermore, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless if (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been previously authorized by the Company; , (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be is a demonstrable, material conflict of interest between the Company and Indemnitee in the Indemnified Parties with respect to conduct of such Proceeding Proceeding, or (iviii) the Company shall not not, in fact fact, have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereofProceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s 's counsel shall be advanced paid by the Company. (d) Notwithstanding anything in this Agreement to the contrary, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding consented to by Indemnitee without the Company's written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any Proceeding for which it provides indemnification to Indemnitee under this Agreement, except that it shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent, which shall not be unreasonably withheld. Furthermore, the Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any settlement, award or judgment if the Company was not given a reasonable and timely opportunity, at its expense, to defend such Proceeding in accordance with the provisions of this AgreementSection 5.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party at the expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (ii) such Indemnified Parties in any Proceeding if the Indemnitee has Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel in reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. such failure has materially prejudiced (or, in the reasonable judgment of the Indemnified Party, is in danger of materially prejudicing) the outcome of such Indemnified Proceeding, but ; in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Party shall be at the expense of the Indemnitee such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (iwhich conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company such Indemnified Party and the one or more other Indemnified Parties with respect to such Proceeding or (iv) in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will be entitled to participateIndemnified Party shall permit the Indemnifying Party, at its own the Indemnifying Party’s option and expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, any Claim based on any Proceeding by any third party with counsel reasonably satisfactory to the IndemniteeIndemnified Party; provided, however, that the Company Indemnifying Party provides written notice to the Indemnified 51 US-DOCS\137120358.19 CAN_DMS: \149532846\17 Party of its election to assume the defense of such Claim within thirty (30) days of receiving written notice of such Claim from the Indemnified Party pursuant to Section 8.5; provided, further, that the Indemnifying Party shall not be entitled to assume the defense of such Claim if (a) the Claim relates to any criminal or quasi-criminal matter or seeks injunctive or other equitable relief that the Indemnified Parties in Party reasonably determines, after conferring with its outside counsel, cannot be separated from any Proceeding related claim for money damages, provided that if any portion of the Indemnitee has reasonably concluded that there may claim can be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice so separated from the Company of its assumption of related claim for money damages, the defense thereof Indemnifying Party shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel entitled to assume the defense of the Indemnitee portion relating to money damages, (b) the Claim relates to Tax matters and the Indemnifying Party is reasonably expected to bear no greater than fifty percent (50%) of all Losses incurred in connection with such Proceeding after being provided notice thereofClaim (and, such counsel provided, further, that the Parties shall reasonably cooperate to separate matters that are the subject of indemnification hereunder and any Losses in connection with which will be borne by the Indemnifying Party (which may be subject to the control of the Indemnifying Party subject to the terms of this Agreement) and matters that are not in fact have assumed such defense or such counsel subject to indemnification hereunder (which shall not be actingsubject to the control of the Indemnifying Party)) or (c) the Indemnified Party shall have reasonably concluded, after conferring with its outside counsel, that an actual or potential conflict of interest exists between the Indemnifying Party or any of its Affiliates, on the one hand, and the Indemnified Party, on the other hand, that would make separate representation advisable. Notwithstanding the foregoing, the Indemnifying Party shall not, in connection therewith, with reasonable diligence; it being understood that in the case defense of any such Proceeding, except with the prior written consent of the foregoing clauses Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), consent to the entry of any Order or enter into any settlement which (x) provides for any relief other than the payment of monetary damages that are subject to indemnification hereunder, or (y) does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Proceeding, (A) the Indemnifying Party shall be liable to the Indemnified Party only for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party (provided, however, for the avoidance of doubt, that the Indemnifying Party shall pay as incurred the fees and expenses of separate counsel for the Indemnified Party if (i), ) the use of counsel chosen by the Indemnifying Party to represent both the Indemnifying Party and such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the Indemnified Party has not engaged reasonably satisfactory counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Proceeding; or (iii) the fees and expenses Indemnified Party has, by written instruction to the Indemnified Party, authorized the Indemnified Party to engage separate counsel at the expense of the Indemnitee’s Indemnifying Party), (B) the Indemnified Party may hire separate counsel at its own expense and may participate in the defense of such Proceeding and shall be advanced reasonably cooperate in such defense, but shall have no right to control such defense and (C) the Indemnifying Party shall keep the Indemnified Party reasonably advised of the status of such Proceeding and the defense thereof and shall consider in good faith recommendations made by the Company Indemnified Party with respect thereto. As to those third-party Proceedings with respect to which the Indemnifying Party does not elect, or is not entitled, to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in accordance such defense, at its own cost and expense, and will consult with this Agreement.the Indemnifying Party prior to settling or otherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 10(d) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any such action, suit or proceeding shall be brought against any Indemnified Person and it shall notify the relevant Indemnitor of the commencement thereof, such Indemnitor shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the Indemnified Parties thereinof, such action, suit or proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from such Indemnitor to such Indemnified Person of such Indemnitor's election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice. The Indemnitee Such Indemnitor shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary in connection with the defense thereof. Such Indemnified Person shall have the right to employ his own its counsel in any such Proceedingaction, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Person unless: (i) the employment of separate counsel by such Indemnified Person at the Indemnitee (and the Company’s payment of the expenses expense of such counsel) Indemnitor has been authorized in writing by the Company; such Indemnitor; (ii) there may such Indemnified Person shall have concluded in its good faith (which conclusion shall be one or more defenses or claims available to the Indemnitee determinative unless a court determines that are different from or additional to those available to the Company; (iiiconclusion was not reached in good faith) Indemnitee has reasonably concluded that there is or may be a conflict of interest between such Indemnitor and such Indemnified Person in the Company and conduct of the defense of such action or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in any case referred to in this clause (ii) such Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnified Parties with respect to Person); (iii) such Proceeding or (iv) the Company Indemnitor shall not in fact have employed counsel to assume the defense of such action within a reasonable time after notice of the Indemnitee in commencement thereof; or (iv) any counsel employed by such Proceeding after being provided notice thereof, Indemnitor shall fail to timely commence or maintain the defense of such counsel shall not in fact have assumed such defense or such counsel shall not be actingaction, in connection therewith, with reasonable diligence; it being understood that in the case each of any of the foregoing clauses (i), (ii) or (iii) which cases the fees and expenses of the Indemnitee’s counsel for such Indemnified Person shall be advanced by at the Company expense of such Indemnitor; provided that without the prior written consent of such Indemnified Person no Indemnitor shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened claim, action, investigation, suit or other legal proceeding in accordance with respect of which indemnification may be sought under this AgreementSection 12, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 15.2(c) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 5.02, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party at the expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (ii) such Indemnified Parties in any Proceeding if the Indemnitee has Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel in reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and such failure has materially prejudiced (or, in the reasonable judgment of the Indemnified Party, is in danger of materially prejudicing) the outcome of such Indemnified Proceeding, but ; in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Party shall be at the expense of the Indemnitee such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (iwhich conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company such Indemnified Party and the one or more other Indemnified Parties with respect to such Proceeding or (iv) in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Sponsor Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify Anadarko of the commencement thereof, Anadarko shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Sponsor Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from Anadarko to such Indemnified Person of Anadarko’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such counsel within ten (10) Business Days following its receipt of such notice, Anadarko shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary, in connection with the defense thereof; provided that without the prior written consent of such Indemnified Person, Anadarko shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding. The Indemnitee No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding in respect of which any payment would result hereunder or under the other Transaction Agreements without the prior written consent of Anadarko, such consent not to be unreasonably withheld or delayed. Such Indemnified Person shall have the right to employ his own its separate counsel in any such Sponsor Indemnified Proceeding, but in which case the fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Person shall be at the expense of the Indemnitee Indemnified Person unless (i) the employment of separate counsel by the Indemnitee (Anadarko and the Company’s Indemnified Person shall have mutually agreed to the retention of such counsel and the payment of the fees and expenses of such counsel) has been authorized thereof by the Company; Anadarko, (ii) the use of counsel chosen by Anadarko to represent the Indemnified Person would present such counsel with a conflict of interest, (iii) the actual or potential parties to any Sponsor Indemnified Proceeding (including any impleaded parties) include both Anadarko and an Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses or claims available to the Indemnitee that it which are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding Anadarko, or (iv) the Company Anadarko shall not in fact have employed failed to retain satisfactory counsel to assume the defense of the Indemnitee in such Proceeding after being as provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementherein.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within [ * ] following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (ia) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (iib) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (c) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (d) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 5.02, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election to so assume the Indemnitee; provideddefense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, however, that the Company such Indemnifying Party shall not be entitled liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (i) the employment of counsel by such Indemnified Party at the expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (ii) such Indemnified Parties in any Proceeding if the Indemnitee has Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel in reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and such failure has materially prejudiced (or, in the reasonable judgment of the Indemnified Party, is in danger of materially prejudicing) the outcome of such Indemnified Proceeding, but ; in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Party shall be at the expense of the Indemnitee such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (iwhich conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company such Indemnified Party and the one or more other Indemnified Parties with respect to such Proceeding or (iv) in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify El Paso of the commencement thereof, El Paso shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from El Paso to such Indemnified Person of El Paso's election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such Proceedingcounsel within ten Business Days following its receipt of such notice, El Paso shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Person shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Person unless: (i) the employment of separate counsel by such Indemnified Person at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) El Paso has been authorized in writing by the Company; El Paso (which authorization shall not be unreasonably withheld or delayed); (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Person shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between El Paso and such Indemnified Person in the Company and conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in any case referred to in this clause (ii) El Paso shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Parties with respect to such Proceeding or Person); (iviii) the Company El Paso shall not in fact have employed Jones, Day, Reavis and Pogue, or other counsel reasonably xxxxptable xx xxx Indemnified Person, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the Indemnitee in such Proceeding after being provided notice thereofcommencement thereof (provided, such counsel shall not in fact have assumed such defense or such counsel however, that this clause shall not be actingdeemed to contribute a waiver of any conflict of interest which may arise with respect to any such counsel); or (iv) any counsel employed by El Paso shall fail to timely commence or maintain the defense of such Indemnified Proceeding, in connection therewith, with reasonable diligence; it being understood that in the case each of any of the foregoing clauses (i), (ii) or (iii) which cases the fees and expenses of counsel for such Indemnified Person shall be at the Indemnitee’s expense of El Paso; provided that without the prior written consent of such Indemnified Person, El Paso shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding. No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Indemnified Proceeding in respect of which any payment would result hereunder or under the other Operative Documents without the prior written consent of El Paso, such consent not to be unreasonably withheld or delayed. Only one counsel shall be advanced retained by all Indemnified Persons with respect to any Indemnified Proceeding, unless counsel for any Indemnified Person reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between such Indemnified Person and one or more other Indemnified Persons in the Company conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Person (it being agreed that in accordance any case referred to in this sentence such Indemnified Person may retain separate counsel together with this Agreementall other Indemnified Persons subject to the same conflict of interest or sharing such additional defenses, claims, counterclaims or causes of action). THE FOREGOING INDEMNITIES SHALL EXPRESSLY INCLUDE ANY INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY INDEMNIFIED PERSON.

Defense of Proceedings. (a) The Company Corporation will be entitled to participate, participate at its own expense, and/or, subject to the provisions of the last sentence of this Section 7(a) and of Section 7(b) below, assume the defense of Indemnitee in any Proceeding in which he or she is involved and for which Indemnitee may be subject to indemnification make a claim for indemnification, contribution or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, with counsel reasonably satisfactory acceptable to the Indemnitee; provided, however, that the Company Corporation shall notify Indemnitee of any such decision to defend within fifteen (15) days following receipt of notice of such Proceeding from Indemnitee. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. The Corporation shall not, without the prior written consent of Indemnitee, which shall not be entitled unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 7(a) shall not apply to a Proceeding initiated by Indemnitee. (b) Notwithstanding the provisions of Section 7(a) above, if in a Proceeding to which Indemnitee is a party, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Corporation, which approval shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Corporation, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Corporation, or (iii) if the Corporation fails to assume the defense of the Indemnified Parties such Proceeding in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The timely manner, Indemnitee shall have the right be entitled to employ his own be represented by separate legal counsel in any such Proceedingof Indemnitee’s choice, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company Corporation. The Corporation shall not in fact have employed counsel be entitled, without the consent of Indemnitee, to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense any claim brought by or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any right of the foregoing clauses (i), Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementabove.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 15.2(c) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The In the event the Company will shall be obligated to pay the Expenses of any Proceeding pursuant to this Agreement, the Company shall be entitled to participateparticipate in the defense of such proceeding with counsel of its choosing. In the alternative, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to may assume the defense of the Indemnified Parties thereinsuch action, suit or proceeding, with counsel approved by the Company and reasonably satisfactory acceptable to the Indemnitee; provided, howeverupon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, that approval of such counsel by the Company shall and the retention of such counsel by the Company, the Company will not be entitled liable to assume the defense Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnified Parties Indemnitee with respect to the same action, suit or proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in any Proceeding such action, suit or proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have in the right to employ his own counsel in any such Proceeding, but the fees and expenses conduct of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding defense, or (ivc) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses Expenses of the Indemnitee’s counsel shall be advanced by at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Proceeding to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee and an acknowledgment that Indemnitee denies all wrongdoing in accordance connection with this Agreementsuch matters.

Defense of Proceedings. The In the event the Company will shall be obligated to pay the Expenses of any action, suit or proceeding pursuant to this Agreement, the Company shall be entitled to participateparticipate in the defense of such proceeding with counsel of its choosing. In the alternative, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to may assume the defense of the Indemnified Parties thereinsuch action, suit or proceeding, with counsel approved by the Company and reasonably satisfactory acceptable to the Indemnitee; provided, howeverupon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, that approval of such counsel by the Company shall and the retention of such counsel by the Company, the Company will not be entitled liable to assume the defense Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnified Parties Indemnitee with respect to the same action, suit or proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in any Proceeding such action, suit or proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have in the right to employ his own counsel in any such Proceeding, but the fees and expenses conduct of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding defense, or (ivc) the Company shall not not, in fact fact, have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereofproceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit or proceeding to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such action, suit or proceeding. Neither the Company in accordance with this Agreementnor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (ia) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (iib) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Parties with respect to such Proceeding or Party); (ivc) the Company applicable Indemnifying Party shall not in fact have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the Indemnitee in such Proceeding after being provided notice commencement thereof; provided, such counsel shall not in fact have assumed such defense or such counsel however, that (i) this clause shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case deemed to constitute a waiver of any conflict of the foregoing clauses (i)interest that may arise with respect to any such counsel, and (ii) an Indemnified Party may not invoke this clause (c) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 6.3 (it being agreed that in any case referred to in this clause (c) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iiid) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding, and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (d) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of the cases set forth in clauses (a)-(d) the fees and expenses of counsel for such Indemnified Party shall be at the Indemnitee’s expense of such Indemnifying Party. Only one counsel shall be advanced retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company in accordance with this Agreementconduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or Portions of this Exhibit were omitted and have been filed separately with the Company will be entitled Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. other equitable relief against the Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within [ * ] ([ * ]) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 15.2(c) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 6.2, and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof and the failure by such Indemnified Party to object to such counsel within [ * ] Business Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Indemnified Parties in any Proceeding if Commission pursuant to the Indemnitee has reasonably concluded that there may Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Days following its receipt of such notice, such Indemnifying Party shall not be a conflict of interest between the Company and the Indemnified Parties with respect liable to such ProceedingIndemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (ia) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (iib) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (c) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (c) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (c) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 6.3 (it being agreed that in any case referred to in this clause (c) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (d) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Portions of this Exhibit were omitted and have been filed separately with the Company shall not Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Party and one or more other Indemnified Parties in fact have employed counsel to assume the conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party at the expense of the applicable Indemnifying Party has been authorized in writing by such Indemnifying Party; (ii) such Indemnified Parties in any Proceeding if the Indemnitee has Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Parties with respect Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Proceeding. The Indemnitee Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to employ his own direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof, it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party and that this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding and such failure has materially prejudiced (or, in the reasonable judgment of the Indemnified Party, is in danger of materially prejudicing) the outcome of such Indemnified Proceeding, but ; in each of which cases the reasonable fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Party shall be at the expense of the Indemnitee such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (iwhich conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there is or may be a conflict of interest between the Company such Indemnified Party and the one or more other Indemnified Parties with respect to such Proceeding or (iv) in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (A) this clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (B) an Indemnified Party may not invoke this clause (iii) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 15.2(c) above (it being agreed that in any case referred to in this clause (iii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Sponsor Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify Anadarko of the commencement thereof, Anadarko shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Sponsor Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from Anadarko to such Indemnified Person of Anadarko’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such counsel within ten (10) Business Days following its receipt of such notice, Anadarko shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary, in connection with the defense thereof; provided that without the prior written consent of such Indemnified Person, Anadarko shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding. The Indemnitee No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding in respect of which any payment would result hereunder or under the other Transaction Agreements without the prior written consent of Anadarko, such consent not to be unreasonably withheld or delayed. Such Indemnified Person shall have the right to employ his own its separate counsel in any such Sponsor Indemnified Proceeding, but in which case the fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Person shall be at the expense of the Indemnitee Indemnified Person unless (i) the employment of separate counsel by the Indemnitee (Anadarko and the Company’s Indemnified Person shall have mutually agreed to the retention of such counsel and the payment of the fees and expenses of such counsel) has been authorized thereof by the Company; Anadarko, (ii) the use of counsel chosen by Anadarko to represent the Indemnified Person would present such counsel with a conflict of interest, (iii) the actual or potential parties to any Sponsor Indemnified Proceeding (including any impleaded parties) include both Anadarko and an Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses or claims available to the Indemnitee that it which are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding Anadarko, or (iv) the Company Anadarko shall not in fact have employed failed to retain satisfactory counsel to assume the defense of the Indemnitee in such Proceeding after being as provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.herein

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 15.2(b), and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within [ * ] following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (i) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Companysuch Indemnifying Party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (ii) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (iii) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof (provided, however, that this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel); or (iv) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or diligently conduct the defense of such Indemnified Proceeding; in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes or action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.

Defense of Proceedings. The Company will In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof and such Indemnifying Party shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Company will be entitled Indemnified Party and is not a criminal or regulatory action, to assume the defense of the of, such Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Party, however, that the Company shall not be entitled and after notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Party to object to such Proceedingcounsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. The Indemnitee Such Indemnified Party shall have the right to employ his own its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless such Indemnified Party unless: (ia) the employment of separate counsel by such Indemnified Party at the Indemnitee (and the Company’s payment expense of the expenses of such counsel) applicable Indemnifying Party has been authorized in writing by the Company; such Indemnifying Party; (iib) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has such Indemnified Party shall have reasonably concluded in its good faith (which conclusion shall be determinative unless a court determines that such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of interest between the Company applicable Indemnifying Party and such Indemnified Party in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such Indemnified Party (it being agreed that in any case referred to in this clause (b) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); (c) the applicable Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party, to assume the defense of such Indemnified Proceeding within a reasonable time after notice of the commencement thereof; provided, however, that (i) this clause shall not be deemed to constitute a waiver of any conflict of interest that may arise with respect to any such counsel, and (ii) an Indemnified Party may not invoke this clause (c) if such Indemnified Party failed to timely object to such counsel pursuant to the first paragraph of this Section 6.3 (it being agreed that in any case referred to in this clause (c) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); or (d) any counsel employed by the applicable Indemnifying Party shall fail to timely commence or reasonably conduct the defense of such Indemnified Proceeding, and such failure has prejudiced (or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being agreed that in any case referred to in this clause (d) such Indemnifying Party shall not have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Party); in each of which cases the fees and expenses of counsel for such Indemnified Party shall be at the expense of such Indemnifying Party. Only one counsel shall be retained by all Indemnified Parties with respect to any Indemnified Proceeding, unless counsel for any Indemnified Party reasonably concludes in good faith (which conclusion shall be determinative unless a court determines that such Proceeding conclusion was not reached reasonably and in good faith) that there is or (iv) may be a conflict of interest between such Indemnified Party and one or more other Indemnified Parties in the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Indemnified Proceeding after being provided notice thereofor that there are or may be one or more different or additional defenses, claims, counterclaims, or causes of action available to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementIndemnified Party.