Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXVXI, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXVII.

Indemnification Procedures. Whenever a Claim claim, lawsuit or demand by a third party (“Claim”) shall arise for indemnification under this Article XXVindemnification, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXthe provisions in this Agreement relating to confidential information.

Indemnification Procedures. 26.7.1 Whenever a Claim shall arise for indemnification under this Article XXVSection 26, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 26.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 26.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 26.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 26.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 26.7.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 26.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 26.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 26.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 19.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXVXXIV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 16.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 16, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 16.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 16.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 16.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 16.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 16.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 16.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 16.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 16.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 22.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 21.12.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 21, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 21.12.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 21.12.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 21.12.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claim, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 21.12.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 21.12.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 21.12.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 21.12.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 21.12.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 27.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non- monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 10.6.1 Whenever a Claim claim shall arise for give rise to indemnification obligations under this Article XXVSection 10, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 10.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 10.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the reasonable expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 10.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 10.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 10.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 10.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 10.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 10.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 14, “Confidentiality”.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the sameclaim. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an An Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be made available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 25.6.1 Whenever a Claim shall arise for indemnification under this Article XXVSection 25, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 25.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 25.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 25.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 25.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 25.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 25.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 25.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non- monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 25.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 18.

Indemnification Procedures. 8.6.1 Whenever a Claim claim shall arise for indemnification under this Article XXVindemnification, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 8.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 8.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 8.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 8.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 8.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 8.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 8.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 8.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 9.

Indemnification Procedures. 13.6.1 Whenever a Claim shall arise for give rise to indemnification obligations under this Article XXVSection 13, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 13.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 13.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the reasonable expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 13.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 13.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 13.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 13.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 13.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 13.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 15, “Confidentiality”.

Indemnification Procedures. Whenever a Claim shall arise for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such ClaimClaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such ClaimClaim or loss, the Indemnified Party shall will defend such ClaimClaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such ClaimClaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 25.7.1 Whenever a Claim shall arise for indemnification under this Article XXVSection 25, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 25.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 25.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 25.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 25.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 25.7.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 25.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 25.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 25.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 18.

Indemnification Procedures. Whenever a Claim shall will arise for indemnification under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall will defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim Claim, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 22.0 below.

Indemnification Procedures. 14.7.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.7.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20. 14.7.10To the extent that state or federal law or regulations require SBC- 13STATE to reimburse CLEC for credits, cellular telephone costs or other compensation for End Users resulting from failure to meet certain service quality standards, nothing in this Agreement shall be deemed to require CLEC to follow procedures to obtain such reimbursement other than those procedures set forth in the applicable state or federal law or regulations. Disputes shall be resolved pursuant to dispute resolution processes specified by such state or federal law or regulations, if any. In the absence of such specifically identified dispute resolution processes, disputes shall be resolved pursuant to the dispute resolution processes in this agreement. This paragraph does not create any additional liability for either Party and is only intended to clarify the processes for obtaining the reimbursement described herein where authorized by law or regulation.

Indemnification Procedures. Whenever a Claim shall will arise for indemnification under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall will defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim Claim, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 27.12.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 27, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 27.12.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 27.12.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 27.12.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 27.12.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 27.12.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 27.12.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 27.12.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 27.12.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. Whenever a Claim shall arise for indemnification arises under this Article XXV, the Section. The relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such ClaimClaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such ClaimClaim or loss, the Indemnified Party shall will defend such ClaimClaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying PartyParty , to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party party for such ClaimClaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 14.7.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.7.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20. 14.7.10To the extent that state or federal law or regulations require SBC-13STATE to reimburse CLEC for credits, cellular telephone costs or other compensation for End Users resulting from failure to meet certain service quality standards, nothing in this Agreement shall be deemed to require CLEC to follow procedures to obtain such reimbursement other than those procedures set forth in the applicable state or federal law or regulations. Disputes shall be resolved pursuant to dispute resolution processes specified by such state or federal law or regulations, if any. In the absence of such specifically identified dispute resolution processes, disputes shall be resolved pursuant to the dispute resolution processes in this agreement. This paragraph does not create any additional liability for either Party and is only intended to clarify the processes for obtaining the reimbursement described herein where authorized by law or regulation.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. not 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise for 13.4.1 With respect to any indemnification under this Article XXVclaim, the relevant Indemnified Partyindemnified Party will (i) promptly (and in any event no later than ten (10) working days of becoming aware of such claim, as appropriate, shall promptly notify provided that the Indemnifying Party and request the Indemnifying Party to defend the same. Failure failure to so notify within ten (10) working days will not remove the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, indemnifying Party’s obligation hereunder except to the extent that such failure prejudices it is prejudiced thereby) notify the Indemnifying other Party's ability , in writing, of the suit, claim or proceeding or a threat of suit, claim or proceeding; (ii) at the indemnifying Party’s reasonable request and expense, provide the indemnifying Party with reasonable assistance for the defense of the suit, claim or proceeding; and (iii) defer to defend such Claim. The Indemnifying indemnifying Party shall to have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance sole control of the defense of such Claim any claim and all negotiations for settlement or compromise, except that the identity of counsel selected by indemnifying Party will not settle or compromise any claim without the Indemnifying Party. Until such time as the Indemnifying Party provides such prior written notice of acceptance consent of the defense indemnified Party. 13.4.2 If a claim of such Claiminfringement under Section 13.3 occurs, or if Spyglass determines that a claim is likely to occur, Spyglass will have the right, in its sole discretion, to either: (i) procure for Reseller, at no additional cost to Reseller, the Indemnified Party shall defend such Claimright or license to continue to use the infringing material, free of the infringement claim; or (ii) replace or modify the infringing material to make it non-infringing. If these remedies are not reasonably available to Spyglass, Spyglass may, at the expense of the Indemnifying Partyits option, subject to terminate this Agreement without any right of the Indemnifying Partyadditional liability hereunder. 13.4.3 THE PROVISIONS OF THIS SECTION 13 STATE THE SOLE AND EXCLUSIVE OBLIGATIONS AND LIMITATION OF LIABILITY OF SPYGLASS FOR ANY PATENT, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any timeCOPYRIGHT, an Indemnified Party shall have the right to refuse a compromise or settlement andTRADEMARK, at such refusing Party's costTRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND ARE IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXALL OF WHICH ARE DISCLAIMED.

Indemnification Procedures. Whenever a Claim shall arise for (A) To be entitled to indemnification under this Article XXVSection 12.1 or Section 12.2, Indemnified Party must promptly (and in no event later than 10 days) after receipt by Indemnified Party of notice of the relevant assertion or the commencement of any action, proceeding or other claim by a third party in respect of which Indemnified PartyParty will seek indemnification pursuant to Section 12.1 or Section 12.2, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the such claim. Indemnified Party’s failure to notify Indemnifying Party might have, within such time period will not relieve Indemnifying Party of its obligations under the Master Agreement except to the extent that Indemnifying Party can demonstrate that it was prejudiced by such failure prejudices failure, and Indemnifying Party will not be required to reimburse Indemnified Party for any litigation expenses during the period in which Indemnified Party failed to notify Indemnifying Party's ability . Within 15 days following receipt of notice from Indemnified Party relating to any claim, but no later than 10 days before the date on which any response to a complaint or summons is due, Indemnifying Party will notify Indemnified Party if Indemnifying Party acknowledges its indemnification obligation and elects to assume control of the defense and settlement of that claim (a “Notice of Election”). (B) If Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, Indemnifying Party will be entitled to have sole control over the defense and settlement of such claim, provided that (1) Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (2) Indemnifying Party will obtain the prior approval of Indemnified Party before entering into any settlement of such claim or ceasing to defend against such Claimclaim. The After Indemnifying Party shall has delivered a Notice of Election relating to any claim in accordance with Section 12.3(A), Indemnifying Party will not be liable to Indemnified Party for any legal expenses incurred by Indemnified Party in connection with the defense of that claim. In addition, Indemnifying Party will not be required to indemnify Indemnified Party for any amount paid or payable by Indemnified Party in the settlement of any claim for which Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the consent of Indemnifying Party. (C) If Indemnifying Party does not deliver a Notice of Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the defense of a claim, within the required notice period, Indemnified Party will have the right to defend against the claim in such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time manner as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claimit may deem appropriate, at the cost and expense of the Indemnifying Party, subject to including payment of any right of the Indemnifying Party, to seek reimbursement for judgment or award and the costs of such defense in settlement or compromise of the event that it is determined that the claim. Indemnifying Party had no obligation to indemnify the will promptly reimburse Indemnified Party for all such Claim. The Indemnifying Party shall have exclusive right to control costs and conduct the defense and settlement expenses, including payment of any such Claims subject to consultation with judgment or award and the Indemnified Party. The Indemnifying Party shall not be liable for any costs of settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a or compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXclaim.

Indemnification Procedures. Whenever a Claim claim shall arise for indemnification under this Article XXVSection 24.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claimclaim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give give, within ninety (90) days of its receipt of a request to defend same, written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Indemnifying Party shall defend such Claim, at the expense of the Indemnifying Partyclaim, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such -------- event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 28.5.

Indemnification Procedures. 14.6.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 10.6.1 Whenever a Claim claim shall arise for give rise to indemnification obligations under this Article XXVSection 10, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 10.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 10.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the reasonable expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 10.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 10.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 10.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 10.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 10.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 10.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 14, “Confidentiality”.

Indemnification Procedures. Whenever a Claim claim shall arise for indemnification under this Article XXVSection 7, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 9.1.

Indemnification Procedures. Whenever a Claim shall arise for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such ClaimClaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such ClaimClaim or loss, the Indemnified Party shall will defend such ClaimClaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such ClaimClaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel at its own cost for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to reasonably cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 21.12.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 21, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 21.12.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 21.12.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 21.12.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claim, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 21.12.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 21.12.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 21.12.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 21.12.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party.‌‌‌ 21.12.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 27.

Indemnification Procedures. Whenever To the extent that the indemnification described in Section 10.1 above relates to a Claim shall arise for indemnification under this Article XXVclaim, the relevant Indemnified Partysuit or proceeding by a third party, as appropriate, shall promptly notify the Indemnifying Party must keep the Indemnified Parties fully informed regarding the status or progress of any claim, suit, settlement or proceeding related hereto. The defense of the Indemnified Parties shall be provided by attorneys selected and request retained by the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party at its sole cost and expense, which attorneys shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except be subject to the extent that prior written approval of the Indemnified Parties (not to be unreasonably withheld, conditioned or delayed). The Indemnified Parties shall have the right to participate, and be represented by attorneys or other representatives of their choosing (at their sole cost and expense) in the defense of such failure prejudices the Indemnifying Party's ability to defend such Claimclaim, suit or proceeding and all settlement negotiations relative thereto. The Indemnifying Party shall have the right to defend against such liability determine all matters in connection with the claim, suit or assertion proceeding including, without limitation, in which event the Indemnifying Party shall give written notice connection with negotiations relating to the Indemnified Party of acceptance of the defense settlement thereof, provided, however, that any settlement of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, suit or proceeding shall require the Indemnified Party shall defend such Claim, at the expense Parties to be released of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in all liability with respect thereto. In the event that it is determined that the Indemnifying Party had no obligation fails or refuses to indemnify the Indemnified any Party for such Claim. The Indemnifying Party shall have exclusive right with respect to control any claim or matter indemnified under this Section 10 after written notice and conduct the defense and settlement of any such Claims subject a reasonable opportunity to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any timedo so, an said Indemnified Party shall have the right to refuse a compromise defend such claim or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense matter at the sole cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with , through attorneys selected by the other Indemnified Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations its sole discretion. The indemnities set forth in Article XXthis Section 10 shall survive expiration or earlier termination of this Agreement.

Indemnification Procedures. 25.6.1 Whenever a Claim shall arise for indemnification under this Article XXVSection 25, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 25.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 25.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 25.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 25.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 25.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 25.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 25.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 25.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 18.

Indemnification Procedures. Whenever 9.3.1 A party seeking indemnification under this Agreement (an "Indemnified Party") for a Claim claim by a third party shall arise promptly notify the other party (the "Indemnifying Party") in writing of the commencement, or threatened commencement, of any civil, criminal, administrative or investigative action or proceeding involving a claim for indemnification under this Article XXVAgreement. The Indemnifying Party shall have sole control over the defense and settlement of such claim, provided that, within thirty (30) days after receipt of the above-described notice, the relevant Indemnifying Party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party, as appropriatewhich shall not be unreasonably withheld, shall promptly notify before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other equitable relief to be imposed against the Indemnified Party. A condition to any settlement by the Indemnifying Party and request of a claim shall be that the Indemnified Party is fully released from any liability related to the claim. After notice by the Indemnifying Party to defend the same. Failure Indemnified Party of its election to so notify assume full control of the defense of any such action, the Indemnifying Party shall not relieve be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the defense of any liability that such claim, the Indemnifying Party might have, except to may participate in such defense and the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Indemnified Party shall have the right to defend against the claim in such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time manner as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claimit may deem appropriate, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control cost and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each An Indemnifying Party agrees shall not be required to cooperate indemnify an Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any such claim which was agreed to without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 9.3.2 If a claim for indemnification hereunder involves a third-party claim, the Indemnifying Party may, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice, litigate, defend, settle or otherwise attempt to cause resolve such claim, except that the Indemnified Party may elect, at any time and at its employees sole cost, expense and agents ultimate liability, regardless of the outcome, and through counsel of its choice, to so resolve such claim, thereby waiving any right to indemnification under this Agreement. In any event, each party shall fully cooperate with the other Party and their respective counsel in the defense of connection with any such Claim resolution, and the relevant records of each Party shall be available to notwithstanding which party is defending any such third-party claim, the other Party party shall have the right to select co-counsel at its sole cost and expense and to consult with respect to any such defense, subject to counsel for the restrictions and limitations set forth in Article XXIndemnifying Party.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until . 14.8.3 Unt il such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 315 Contract Id: 4781996 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. Whenever a Claim claim shall arise for indemnification under this Article XXVSection 10.2, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim. The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim. The Upon accepting the defense, the Indemnifying Party shall have the exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, against any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees officers, directors, employees, agents, and agents other representatives to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXNondisclosure, Section 13, of this Agreement.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 280 Contract Id: 4747869 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXVXXIV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.. 12716496.1 80509 940C 00650405

Indemnification Procedures. 8.6.1 Whenever a Claim claim shall arise for indemnification under this Article XXVindemnification, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. claim. 8.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 8.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 8.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 8.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 8.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that reliefthat could affect the rights of the ofthe Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the . 8.6.7 Ifthe Indemnifying Party does not accept the defense of any ofany indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 8.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 8.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any ofany such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 9.

Indemnification Procedures. 14.6.1 Whenever a Claim shall arise for give rise to indemnification obligations under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 14.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 14.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the reasonable expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 14.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 18, “Confidentiality”.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXVXXIV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel 12716496.1 110201 1406C 00650405 for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever If any claim is commenced against a Claim shall arise for Party entitled to indemnification under this Article XXV, Section 22.01 or Section 22.02 (the relevant “Indemnified Party”), as appropriate, prompt notice thereof shall promptly notify be given by the Indemnified Party to the other Contracting Party (the “Indemnifying Party”). At the Indemnifying Party’s cost and expense (including the costs and expenses incurred by the Indemnified Party and request to cooperate with the Indemnifying Party to defend the same. Failure to so notify Party): (1) the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance immediately take control of the defense of such Claim claim and shall engage attorneys acceptable to the identity of counsel selected by Indemnified Party to defend such claim; and (2) the Indemnifying Party. Until such time as Indemnified Party shall cooperate with the Indemnifying Party provides such written notice of acceptance of (and its attorneys) in the defense of such Claim, the claim. The Indemnified Party shall defend such Claimmay, at the expense of the its own cost and expense, participate (through its attorneys or otherwise) in such defense. With respect to Indemnifying Party’s obligation under Section 22.01(1) and Section 22.02(1), subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify may, in each case, without increasing the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of Fees or any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have Customer costs or expenses: (a) secure the right to refuse continue using the infringing item in a compromise manner consistent with the terms and conditions of this Agreement; or (b) replace or modify such item to make it non-infringing, without adversely affecting Supplier’s ability to provide the Services in accordance with this Agreement. No settlement and, at such refusing Party's cost, to take over such defense; provided of a claim that in such event involves a remedy other than the payment of money by the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify entered into without the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights consent of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept assume control over the defense of any indemnified Claim a claim as provided abovein this Section, the relevant Indemnified Party shall have may defend the right to employ counsel for claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees – Broadridge Confidential; IBM Confidential – Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.17 C.F.R. 200.83

Indemnification Procedures. Whenever 11.3.1 A party seeking indemnification under this Agreement (an "Indemnified Party") for a Claim claim by a third party shall arise promptly notify the other party (the "Indemnifying Party") in writing of the commencement, or threatened commencement, of any civil, criminal, administrative or investigative action or proceeding involving a claim for indemnification under this Article XXVAgreement. The Indemnifying Party shall have sole control over the defense and settlement of such claim, provided that, within thirty (30) days after receipt of the above-described notice, the relevant Indemnifying Party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party, as appropriatewhich shall not be unreasonably withheld, shall promptly notify before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other equitable relief to be imposed against the Indemnified Party. A condition to any settlement by the Indemnifying Party and request of a claim shall be that the Indemnified Party is fully released from any liability related to the claim. After notice by the Indemnifying Party to defend the same. Failure Indemnified Party of its election to so notify assume full control of the defense of any such action, the Indemnifying Party shall not relieve be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the defense of any liability that such claim, the Indemnifying Party might have, except to may participate in such defense and the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Indemnified Party shall have the right to defend against the claim in such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time manner as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claimit may deem appropriate, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control cost and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each An Indemnifying Party agrees shall not be required to cooperate indemnify an Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any such claim which was agreed to without the written consent of the Indemnifying Party, which shall not be unreasonably withheld. 11.3.2 If a claim for indemnification hereunder involves a third party claim, the Indemnifying Party may, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice, litigate, defend, settle or otherwise attempt to cause resolve such claim, except that the Indemnified Party may elect, at any time and at its employees sole cost, expense and agents ultimate liability, regardless of the outcome, and through counsel of its choice, to so resolve such claim, thereby waiving any right to indemnification under this Agreement. In any event, each party shall fully cooperate with the other Party and their respective counsel in the defense of connection with any such Claim resolution, and the relevant records of each Party shall be available to notwithstanding which party is defending any such third party claim, the other Party party shall have the right to select co-counsel at its sole cost and expense and to consult with respect to any such defense, subject to counsel for the restrictions and limitations set forth in Article XXIndemnifying Party.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim. CN:07282014-2154 000043 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 14.7.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.7.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the 14.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 285 Contract Id: 4453190 Version: 4Q14 – ICA – 12/16/14 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever Promptly after receipt by a Claim shall arise for Party of notice of any claim which could give rise to a right to indemnification under this Article XXVpursuant to Sections 10.1 or 10.2, such Party (the relevant “Indemnified Party, as appropriate, ”) shall promptly notify give the other Party (the “Indemnifying Party and request Party”) written notice describing the Indemnifying claims in reasonable detail. The failure of an Indemnified Party to defend give notice in the same. Failure to so notify the Indemnifying Party manner provided herein shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might haveits obligations under this Article 10, except to the extent that such failure to give notice materially prejudices the Indemnifying Party's ’s ability to defend such Claim. The claim. (a) Except as otherwise set forth in this Section 10.3, the Indemnifying Party shall have the right to defend against compromise or defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Indemnified Party, so long as any compromise does not require the Indemnified Party to undertake any direct obligation or assertion in which event perform any covenant or agreement. If the Indemnifying Party shall give written notice undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so. (b) The Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in the compromise or defense against any such asserted liability and shall make available to the Indemnifying Party copies of any books, records or other documents within its control that are reasonably necessary for such defense. To the extent desirable and appropriate in connection with the defense of any liability described in this Section 10.3, the Parties shall enter into a joint defense and privilege agreement in customary form. (c) All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. (d) If the Indemnifying Party fails to compromise or defend the asserted liability or fails to notify the Indemnified Party of acceptance its election to compromise or defend as herein provided, then the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. (e) Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld and that such settlement or compromise does not obligate Indemnified Party undertake any obligation or perform any covenant or agreement. (f) If the Indemnifying Party controls the defense of an asserted liability, the Indemnified Party shall have the right, at its own expense, to participate in (but not control) such defense. (g) Notwithstanding anything to the contrary in this Section 10.3, the Party conducting the defense of a claim shall keep the other Party informed on a reasonable and timely basis as to the status of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXclaim.

Indemnification Procedures. Whenever a Claim claim shall arise for indemnification under this Article XXVSection 10.2, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim. The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim. The Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees officers, directors, employees, agents, and agents other representatives to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXNondisclosure, Section 12, of this Attachment.

Indemnification Procedures. 16.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 16, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 16.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 16.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 16.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 16.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall Page 36 of 127 not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 16.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 16.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 16.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 16.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 14.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 494 Contract Id: 44782696217687 General Terms and Conditions/AT&T-21STATE Page 39 of 55 CONTERRA Version: 4Q15 – ICA – 10/19/15 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an An Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be made available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXdefe nse.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 279 Contract Id: 4565522 Version: 4Q14 – ICA – 12/16/14 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified 861229.2 102208 1516C 96252093 Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such suc h defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise for Party asserts indemnification rights under this Article XXVArticle, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. 9.6.1. The Indemnifying Party shall have the right to defend against such liability or assertion Claim, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. 9.6.2. Until If the Indemnifying Party does not accept the defense of such Claim, or until such time as the Indemnifying Party provides such written notice of acceptance of accepts the defense of such Claim, the Indemnified Party shall have the right to employ counsel for such defense and shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. 9.6.2.1. The Indemnifying Party shall have the right to defend against such Claim, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. 9.6.2.2. If the Indemnifying Party does not accept the defense of such Claim, or until such time as the Indemnifying Party accepts the defense of such Claim, the Indemnified Party shall have the right to employ counsel for such defense and shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. 9.6.3. The Indemnifying Party shall not be liable for settlement by the Indemnified Party if the Indemnifying Party has not approved the settlement in advance, unless the Indemnifying Party has had the defense of the Claim tendered to it in writing and has failed to assume such defense within a reasonable time. In the event of such failure to assume defense, the Indemnifying Party shall be liable for any reasonable settlement made by the Indemnified Party without approval of the Indemnifying Party. 9.6.4. With respect to any defense accepted by the Indemnifying Party, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time; provided, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Partyhowever, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such the Indemnified Party's ’s expense. 0.0.0. If the Indemnifying Party does not accept the defense of Xx any indemnified Claim as provided abovetime, the relevant an Indemnified Party shall have the right to employ counsel for refuse a compromise or settlement and, at its own cost, to take over such defense at the expense of defense; provided, however, that in such event the Indemnifying PartyParty shall not be responsible for, nor shall it be obligated to indemnify the Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. 9.6.6. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim Claim, and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXConfidential Information in this Agreement.

Indemnification Procedures. Whenever a Claim shall arise for indemnification arises under this Article XXV, the Section. The relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such ClaimClaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such ClaimClaim or loss, the Indemnified Party shall will defend such ClaimClaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying PartyParty , to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party party for such ClaimClaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim or loss, and the relevant records of each Party shall will be available ava ilable to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non- monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 21.12.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 21, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 21.12.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 21.12.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 21.12.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claim, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 21.12.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 21.12.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 21.12.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 21.12.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 21.12.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.Section 27.‌‌

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXVXXIV, the relevant Indemnified Party, as ------------ appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party -------- shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.. ----------

Indemnification Procedures. 9.6.1 Whenever a Claim claim shall arise for indemnification under this Article XXVindemnification, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 9.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 9.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 9.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 9.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 9.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 9.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 9.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 9.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 9.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 287 Contract Id: 4512287 Version: 4Q14 – ICA – 12/16/14 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 315 Contract Id: 4774892 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such 14 settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 14.7.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claimclaim. GENERAL TERMS AND CONDITIONS-SBC-13STATE PAGE 68 OF 99 SBC-13STATE/TALK.COM HOLDING, CORP. 060100 14.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.7.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the GENERAL TERMS AND CONDITIONS-SBC-13STATE PAGE 69 OF 99 SBC-13STATE/TALK.COM HOLDING, CORP. 060100 defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. Whenever a Claim claim shall arise for indemnification under this Article XXVSection 10.2, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim. The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim. The Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non- monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees officers, directors, employees, agents, and agents other representatives to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXNondisclosure, Section 13, of this Agreement.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an An Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be made available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the sameclaim. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an An Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees emp loyees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be made available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the sameclaim. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion claim in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to further indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim cla im or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim claim shall arise for indemnification under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give give, within ninety (90) days of its receipt of a request to defend same, written notice to the Indemnified Party of acceptance of the defense INTERCONNECTION AGREEMENT of such Claim claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Indemnifying Party shall defend such Claim, at the expense of the Indemnifying Partyclaim, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. settlement With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also all shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 276 Contract Id: 4800340 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 24.6.1 Whenever a Claim shall arise for indemnification under this Article XXVSection 24, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 24.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 24.6.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in Page 21 of 32‌‌‌‌ the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 24.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 24.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 24.6.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 24.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 24.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non- monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 24.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 18.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not GENERAL TERMS AND CONDITIONS-SBC-13STATE PAGE 00 XX 00 XXX-00XXXXX/XXXXX XXXXXXX XX XXXXXXXX 000000 be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party.‌‌ 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. Page 43 of 301 Contract Id: 8521025 General Terms and Conditions/AT&T-21STATE Page 39 of 55 MEDIA LINK Version: 2Q17 – ICA – 06/29/17 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise for indemnification arises under this Article XXV, the Section. The relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such ClaimClaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such ClaimClaim or loss, the Indemnified Party shall will defend such ClaimClaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party party for such ClaimClaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. CN:03232023-11438 000042 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. Whenever a Claim shall arise claim for indemnification arises under this Article XXVSection, the relevant Indemnified Party, as appropriate, shall will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claimclaim or loss. The Indemnifying Party shall will have the right to defend against such liability or assertion in which event the Indemnifying Party shall will give written notice to the Indemnified Party of acceptance of the defense of such Claim claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim or loss, the Indemnified Party shall will defend such Claimclaim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying PartyParty , to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claimclaim or loss. The Indemnifying Party shall will have exclusive right to control and conduct the defense and settlement of any such Claims claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party shall will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall will have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall will not be responsible for, nor shall will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall will be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim claim or loss as provided above, the relevant Indemnified Party shall will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim or loss, and the relevant records of each Party shall will be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 14.8.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.Section 20.‌‌

Indemnification Procedures. 16.10.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 16.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 16.10.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 16.10.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 16.10.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. Contract Id: 4826327 Version: 4Q15 - Commercial Transit Agreement – CLEC – 12/16/15 16.10.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 16.10.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 16.10.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 16.10.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. Each If the Indemnifying Party agrees refuses to cooperate agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to cause its employees and agents to cooperate with take over the other Party in defense, the defense of any such Claim and the relevant records of each Indemnifying Party shall be available to liable for any reasonable cash settlement not involving any admission of liability by the other Indemnifying Party, though such settlement may have been made by the Indemnified Party with respect to any without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such defenseParty, subject to shall take effect without the restrictions and limitations set forth in Article XXwritten approval of the Indemnifying Party.

Indemnification Procedures. Whenever a Claim shall arise for The indemnification obligations and liabilities of the Parties under this Article XXV, Agreement shall be subject to the relevant following terms and conditions: 12.14.4.1 The party seeking indemnification (the “Indemnified Party”) must give the other party (the “Indemnifying Party”) written notice of any claim promptly after the Indemnified Party receives notice of such claim; provided, as appropriatehowever, shall promptly that a failure by the Indemnified Party to notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of any from liability that the Indemnifying Party might havefor indemnification, except to the extent that such failure to notify the Indemnifying Party materially prejudices the Indemnifying Party's ability to defend such Claim. ; 12.14.4.2 The Indemnifying Party shall have the right to defend against undertake, by counsel of its own choosing, the defense of such liability or assertion claim; provided that the Indemnifying Party shall have acknowledged in which writing its obligation to indemnify and hold the Indemnified Party harmless from any liabilities with respect to such claim; 12.14.4.3 In the event the Indemnifying Party does not elect to undertake such defense, or within ten (10) business days after notice of such claim from the Indemnified Party, the Indemnifying Party shall give fail to defend, the Indemnified Party (upon five (5) days written notice to the Indemnified Party of acceptance of Indemnifying Party) shall have the defense right to undertake the defense, compromise or settlement of such Claim claim, by counsel of its own choosing, on behalf of and for the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, account and at the expense risk of the Indemnifying Party, subject to any the right of the Indemnifying PartyParty thereafter, to seek reimbursement for the costs of such defense upon (i) acknowledging in the event that it is determined that the Indemnifying Party had no writing its obligation to indemnify and hold the Indemnified Party harmless from any liabilities with respect to such claim, and (ii) reimbursing the Indemnified Party for attorneys’ fees and defense costs incurred, to assume defense of such Claim. The Indemnifying claim at any time prior to settlement, compromise or final determination thereof; and 12.14.4.4 Notwithstanding anything in this Section 12.14 to the contrary, the Indemnified Party shall have exclusive right the right, at its own cost and expense, to control and conduct participate in the defense and settlement of any and, to the extent such Claims subject to consultation with participation affects the Indemnified Party, the compromise or settlement of the claim. The Indemnifying Party shall not be liable for settle or compromise any settlement by claim or consent to entry of any judgment without the Indemnified Party unless such Party’s prior written consent, which consent shall not be unreasonably withheld with respect to monetary matters and matters that are not likely to adversely affect the business operations or reputation of the Indemnified Party. In the event the Indemnifying Party has approved such settlement in advance undertakes defense of any claim, the Indemnified Party, at its sole cost and agrees to be bound by the agreement incorporating such settlement. At any timeexpense, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate consult with the Indemnifying Party in and its counsel concerning such defense if claim and the Claim requests equitable relief or other relief that could affect the rights of Indemnifying Party and the Indemnified Party and also their respective counsel shall be entitled cooperate with respect to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXclaim.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 291 Contract Id: 84936007326880 ETEX 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise ‌ 20.10.1 A Party seeking indemnification hereunder (the “Indemnified Party”) will give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any Liability for which indemnification under this Article XXVis sought. The notice will set forth in reasonable detail the factual basis asserted for the Liability and the claimed or estimated amount of the Liability. Notwithstanding the foregoing, the relevant failure or delay of the Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its indemnification obligations under this Restructuring Agreement unless, and only to the extent that, such failure or delay materially and adversely prejudiced the Indemnifying Party. Nothing in this Section 20.10.1 is intended nor will be construed to toll or otherwise affect the operation of any liability that applicable statute of limitations. 20.10.2 With respect to any Liability as to which indemnification is sought, if the Indemnifying Party might havehas acknowledged in writing its indemnification obligations under this Restructuring Agreement without qualification or reservation of rights, except the Indemnifying Party has the right at its own expense to conduct and control the defense, compromise or settlement of such Liability, utilizing counsel of its choice, subject to the extent that limitations set forth in this Section 20.10. Such counsel must be reasonably acceptable to the Indemnified Party. The Indemnified Party may participate at its own expense in such failure prejudices defense, compromise or settlement utilizing its own counsel. Notwithstanding the foregoing, the Indemnified Party has the right to conduct and control the defense, compromise or settlement of any Liability with counsel of its choice and at the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event ’s expense if: (i) the Indemnifying Party shall give has not delivered the written acknowledgement of indemnification obligations and given notice of its decision to the Indemnified Party of acceptance of conduct and control the defense of such Claim Liability within thirty (30) days after notice of such Liability is served; (ii) the Indemnifying Party fails to conduct such defense diligently and in good faith; (iii) the identity Indemnified Party reasonably determines, based upon the advice of counsel (including in-house counsel), that the use of counsel selected by the Indemnifying Party. Until Party to represent the Indemnified Party would present such time as counsel with an actual or potential conflict of interest to which the Indemnified Party and, if necessary, the Indemnifying Party provides such written notice of acceptance of has not consented in writing; (iv) the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement claim for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with Liability seeks injunctive or other non-monetary relief against the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.or

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXV, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or 6275755.2 101408 910C 96252093 assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. Whenever a Claim shall arise 20.10.1 A Party seeking indemnification hereunder (the “Indemnified Party”) will give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any Liability for which indemnification under this Article XXVis sought. The notice will set forth in reasonable detail the factual basis asserted for the Liability and the claimed or estimated amount of the Liability. Notwithstanding the foregoing, the relevant failure or delay of the Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its indemnification obligations under this Restructuring Agreement unless, and only to the extent that, such failure or delay materially and adversely prejudiced the Indemnifying Party. Nothing in this Section 20.10.1 is intended nor will be construed to toll or otherwise affect the operation of any liability that applicable statute of limitations. 20.10.2 With respect to any Liability as to which indemnification is sought, if the Indemnifying Party might havehas acknowledged in writing its indemnification obligations under this Restructuring Agreement without qualification or reservation of rights, except the Indemnifying Party has the right at its own expense to conduct and control the defense, compromise or settlement of such Liability, utilizing counsel of its choice, subject to the extent that limitations set forth in this Section 20.10. Such counsel must be reasonably acceptable to the Indemnified Party. The Indemnified Party may participate at its own expense in such failure prejudices defense, compromise or settlement utilizing its own counsel. Notwithstanding the foregoing, the Indemnified Party has the right to conduct and control the defense, compromise or settlement of any Liability with counsel of its choice and at the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event ’s expense if: (i) the Indemnifying Party shall give has not delivered the written acknowledgement of indemnification obligations and given notice of its decision to the Indemnified Party of acceptance of conduct and control the defense of such Claim Liability within thirty (30) days after notice of such Liability is served; (ii) the Indemnifying Party fails to conduct such defense diligently and in good faith; (iii) the identity Indemnified Party reasonably determines, based upon the advice of counsel (including in-house counsel), that the use of counsel selected by the Indemnifying Party. Until Party to represent the Indemnified Party would present such time as counsel with an actual or potential conflict of interest to which the Indemnified Party and, if necessary, the Indemnifying Party provides such written notice of acceptance of has not consented in writing; (iv) the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement claim for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with Liability seeks injunctive or other non-monetary relief against the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.or

Indemnification Procedures. Whenever a Claim shall arise for indemnification under this Article XXVSection 10.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's ’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party and also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 14.0.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 284 Contract Id: 4797553 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 14.8.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 14, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 14.8.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 14.8.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 14.8.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 14.8.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 14.8.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 14.8.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 20.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 284 Contract Id: 4793571 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 402 Contract Id: 4530174 Version: 4Q14 – ICA – 12/16/14 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XX.

Indemnification Procedures. 26.7.1 Whenever a Claim shall arise for indemnification under this Article XXVSection 26, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. . 26.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 26.7.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 26.7.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 26.7.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 26.7.6 With respect to any defense accepted by the Indemnifying PartyParry, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's expense. . 26.7.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 26.7.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 26.7.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 19.

Indemnification Procedures. 17.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 17.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 17.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. Page 42 of 859 Contract Id: 44158680251928 17.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 17.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 17.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 17.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 17.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 17.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 17.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 22.0 below.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Page 48 of 413 Contract Id: 77169319577667 Version: 2Q17 – ICA – 06/29/17 18.14.8 In the event of a failure to assume the defense, the Indemnified Party agrees may negotiate a settlement, which shall be presented to cooperate the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to cause its employees and agents to cooperate with take over the other Party in defense, the defense of any such Claim and the relevant records of each Indemnifying Party shall be available to liable for any reasonable cash settlement not involving any admission of liability by the other Indemnifying Party, though such settlement may have been made by the Indemnified Party with respect to any without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such defenseParty, subject to shall take effect without the restrictions and limitations set forth in Article XXwritten approval of the Indemnifying Party.

Indemnification Procedures. 18.14.1 Whenever a Claim claim shall arise for indemnification under this Article XXVSection 18.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. claim. 18.14.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim claim and the identity of counsel selected by the Indemnifying Party. . 18.14.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claimclaim, the Indemnified Party shall defend such Claimclaim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The claim. 18.14.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 18.14.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 18.14.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. Page 43 of 284 Contract Id: 4745274 Version: 1Q16 – ICA – 03/10/16 18.14.7 If the Indemnifying Party does not accept the defense of any indemnified Claim claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 18.14.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 18.14.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 23.0 below.

Indemnification Procedures. 17.10.1 Whenever a Claim shall arise for indemnification under this Article XXV, Section 17.0 the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ’s ability to defend such Claim. . 17.10.2 The Indemnifying Party shall have the right to defend against such liability or assertion assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. . 17.10.3 Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such Claim, the Indemnified Party shall defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, Party to seek reimbursement for the costs of such defense in the event that it is determined that the Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The . 17.10.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such Claims Claims, subject to consultation with the Indemnified Party. The So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. . 17.10.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement settlement, and, at such refusing Party's ’s cost, to take over such defense; provided that that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified refusing Party against, any cost or liability in excess of such refused compromise or settlement. . 17.10.6 With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party Party, and shall also shall be entitled to employ separate counsel for such defense at such Indemnified Party's ’s expense. . 17.10.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 17.10.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 17.10.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Article XXSection 21.0 below of this Agreement.