Common use of Obligation to Indemnify Clause in Contracts

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X10, VFL Seller agrees to indemnify, defend and hold harmless Purchaser Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, Affiliates agents, representatives, successors and assigns assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all claimsliabilities including, losseswithout limitation, liabilitiesall costs, damagesexpenses, deficienciesfines, costs or expensesorders, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Buyer Losses," ” and individually a "“Buyer Loss"), asserted against, imposed upon ”) incurred or incurred suffered by themany of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL the representations and warranties of Seller contained in this Agreement or in any Extra Contractual Obligations arising from actscertificate or other document delivered pursuant hereto (without regard to any Knowledge, errors materiality or omissions by VFL or Material Adverse Effect qualifications contained therein), (ii) any breach of any of its officersthe covenants and agreements of Seller contained in this Agreement, employeesand (iii) any Actions set forth on Schedule 10.2; provided, agents or representatives however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other than Purchaser and administratorsprovisions of this Agreement, contractors or other representatives or agents selected by Purchaserin excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, that Purchaser (the Deductible Amount and its directorsthe Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, officerssubject to the immediately preceding sentence, employees, Affiliates and assignsnothing in this Section 10.2(a) shall be entitled interpreted to indemnification under this Section 10.01(a) in respect impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in this Agreement only when the an aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other greater than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Cap. (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X10, Purchaser Buyer agrees to indemnify, defend and hold harmless VFL Seller and its Affiliates and their respective directors, officers, employees, Affiliates agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, asserted against“Losses,” and individually a “Loss”), imposed upon incurred or incurred suffered by themany of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser the representations and warranties of Buyer contained in this Agreement or in any Extra Contractual Obligations arising from actscertificate or other documents delivered pursuant hereto (without regard to any Knowledge, errors materiality or omissions by Purchaser or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of its officers, employees, agents or representativesthe covenants and agreements of Buyer contained in this Agreement; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) Seller Indemnified Parties shall be entitled to indemnification under this Section 10.01(b10.2(b)(i) in respect for breach of representations and warranties made by Buyer in this Agreement Article 4 hereof only when the aggregate amount of all such Seller Losses arising therefrom exceeds the Basket Deductible Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) Seller Indemnified Parties shall be entitled to indemnification for Losses only all Seller Losses, in excess of the Basket Deductible Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit Notwithstanding anything else contained herein to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any eventcontrary, the maximum amount for which Purchaser Buyer shall be liable for Seller Losses under this Article X Section 10.2(b)(i) shall not exceed exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Maximum Indemnification Obligation. Cap. (c) Required payments by any indemnifying party Indemnifying Party pursuant to this Article X Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to insurance proceeds actually recovered by any indemnified party, Indemnified Party and (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable actually recovered by any indemnified party Indemnified Party from any third partyparty (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The indemnified party Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds proceeds, reinsurance recoverables and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX Section 13.1 and the limitations set forth in this Article X13, VFL PLC agrees to indemnify, defend and hold harmless Purchaser Fortis and its Affiliates and each of their respective directors, officers, employees, Affiliates employees and assigns (the “Purchaser Indemnitees”) from and against all claims, losses, liabilities, damages, deficiencies, costs or costs, expenses, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Losses," ” and individually a "“Loss"”), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or inaccuracy in any representation or warranty of Sellers in this Agreement or the Related Agreements (other than the CAO Certifications), (ii) any breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL Sellers in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives the Related Agreements (other than the CAO Certifications), (iii) Tax Losses in accordance with Article 9, (iv) Business Employee Plans in accordance with Section 8.8(d), (v) Indemnified Matters, or (vi) the reasonable costs to the Purchaser and administrators, contractors or other representatives or agents selected by PurchaserIndemnitees of enforcing this indemnity against PLC provided that such costs are awarded to the Purchaser Indemnitees in accordance with Section 15.6(d); provided, however, that . The Purchaser (and its directors, officers, employees, Affiliates and assigns) Indemnitees shall be entitled to indemnification under this Section 10.01(a13.2(a) for Losses in respect of representations the matters described in clause (i) immediately above and warranties in this Agreement respect of matters described in clause (g) of the definition of “Indemnified Matters” only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) 2,500,000 (the "“Basket Amount"”), in which case the Purchaser (and its directors, officers, employees, Affiliates and assigns) Indemnitees shall be entitled to indemnification for any and all such Losses but only in excess of the Basket Amount; provided furtherprovided, however that Losses incurred by the Purchaser's entitlement to indemnification Purchaser Indemnitees for claims arising under breaches of the fourth sentence of Section 3.11(c)representations and warranties contained in Sections 5.6, Section 3.165.9, Section 3.24, Section 10.06 6.2 and Section 10.07 6.11 and Article 9 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifIn addition, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Sellers shall be liable under this clause (i) shall not exceed $180,000,000 (“Maximum Indemnification Obligation”); provided, however, that Losses incurred by the Purchaser Indemnities for breaches of the representations and warranties contained in Sections 5.6, 5.9, 6.2 and 6.11 and Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which 9 shall not be subject to the Maximum Indemnification Obligation. For purposes of this Section 13.2(a), and in particular clauses (i) and (ii) of the first sentence of this Section 13.2(a), the provisions contained in Articles 5 and 6 shall only be considered representations and warranties, and shall not be considered covenants, undertakings or agreements of the Sellers, PLAIC, Empire or the Companies. For purposes of this Section 13.2(a), Losses asserted against, imposed upon or incurred by FBIC, FFLIC or any of their respective directors, officers, employees, Affiliates or assigns as a result of a violation of any of the representations of each of PLICO, PLAIC and Empire contained in Section 4 of the Indemnity Reinsurance Agreement to which such limitationPerson is a party shall not be subject to the Basket Amount or the Maximum Indemnification Obligation with respect to Sellers. Notwithstanding the foregoing provisions of this Section 13.2(a), for the avoidance of doubt Losses shall not include any Loss arising from (i) any liability, obligation or other matter for which Purchaser, FBIC or FFLIC is liable pursuant to any of the Indemnity Reinsurance Agreements or any other Related Agreement, (ii) any Assumed Liabilities, or (iii) any liabilities or obligations to the extent set forth on the Post Closing Equity Schedule. (b) Subject to the expiration of the representations and warranties of the parties as provided in Section 13.1, and the limitations set forth in this Article 13, Fortis agrees to indemnify, defend and hold harmless Sellers and their Affiliates and each of their respective directors, officers, employees and assigns (the “Seller Indemnitees”) from and against all Losses asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or inaccuracy in any representation or warranty of Fortis in this Agreement or the Related Agreements, (ii) any breach of or failure to perform any covenant, undertaking or agreement of Fortis or Purchaser in this Agreement or the Related Agreements, (iii) any income Tax refund or credit described in Section 9.4(c), (iv) Assumed Liabilities or (v) the reasonable costs to the Seller Indemnitees of enforcing this indemnity against Fortis provided that such costs are awarded to the Seller Indemnitees in accordance with Section 15.6(d). The Seller Indemnitees shall be entitled to indemnification under this Section 13.2(b) in respect of the matters described in clause (i) immediately above only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case the Seller Indemnitees shall be entitled to indemnification for any and all such Losses but only in excess of the Basket Amount. In addition, the maximum amount for which Fortis shall be liable under such clause (i) shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation". For purposes of this Section 13.2(b), the provisions contained in Article 7 shall only be considered representations and warranties and shall not be considered covenants, undertakings or agreements of Fortis, Purchaser, FFLIC or FBIC. For purposes of this Section 13.2(b), Losses asserted against, imposed upon or incurred by PLICO, PLAIC or Empire or any of their respective directors, officers, employees, Affiliates or assigns as a result of a violation of any of the representations of each of FBIC and FFLIC contained in Section 4 of the Indemnity Reinsurance Agreement to which such Person is a party shall not be subject to the Basket Amount or the Maximum Indemnification Obligation with respect to Fortis. Notwithstanding the foregoing provisions of this Section 13.2(b), for the avoidance of doubt Losses shall not include any Loss arising from any liability, obligation or other matter for which PLICO, Empire or PLAIC is liable pursuant to any of the Indemnity Reinsurance Agreements or any other Related Agreement, or (ii) any Excluded Liabilities (as defined in the Indemnity Reinsurance Agreements). (c) Required payments by any an indemnifying party pursuant to this Article X 13 shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any net tax benefit to any actually received by the indemnified party, (ii) any insurance or reinsurance proceeds recoverable recovered by any the indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable recovered by any the indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to If the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XClosing occurs, VFL Seller agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates Affiliates, successors, permitted assigns, agents and assigns representatives (in each case, collectively, the “Purchaser Indemnitees”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising Losses resulting from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to breach of any indemnified party, of the representations and warranties contained in Article IV and (ii) any insurance or reinsurance proceeds recoverable by breach of any indemnified party, and (iii) any indemnity, contribution of the covenants or other similar payment recoverable by any indemnified party from any third party, agreements of Seller contained in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL Seller, and its directors, officers, employees, Affiliates Affiliates, successors, permitted assigns, agents and assigns representatives (collectively, the “Seller Indemnitees”), from and against all LossesLosses resulting from (i) any breach of any of the representations and warranties contained in Article V, asserted against(ii) any breach of any of the covenants and agreements of Purchaser contained in this Agreement, imposed upon (iii) Purchaser’s failure to consummate the transactions contemplated by this Agreement despite satisfaction of the conditions to Purchaser’s obligations set forth in Section 3.1 hereof, (iv) any Losses attributable to the conduct of the business of the Company, GETRAG All Wheel Drive or incurred by themany of their Affiliates, directly or indirectlyany of their respective operations or acts or omissions, by reason of whether occurring prior to or following the Closing or (v) any Losses attributable to or arising out of or in connection with the ownership agreements or organizational documents of GETRAG All Wheel Drive. (c) Upon making any misrepresentationindemnification payment under this Article VIII, breach the Indemnifying Party will, to the extent of or failure such payment, be subrogated to perform all rights of the Indemnified Party against any representation, warranty, covenant, undertaking or agreement third party Person in respect of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representativesthe Loss to which the payment relates; provided, however, that VFL (until the Indemnified Party recovers full payment of its Loss, any and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess claims of the Basket AmountIndemnifying Party against any such third party Person on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality of any other provision hereof, each such Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. (d) Neither Seller nor Purchaser shall have no liability any right to set off any Losses under this Section 10.01 if, with respect Article VIII against any payments to be made by such Party or Parties pursuant to this Agreement or any misrepresentation , breach other agreement among the Parties or failure to perform, following their respective Affiliates. (e) No Party shall be liable for any change in Applicable Law after the date of this Agreement provided that such Party shall have complied with its obligations under Sections 6.1 and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts6.2 hereof. (cf) The same set provisions of facts this Section 8.2 are intended to be for the benefit of, and circumstances may give rise to a claim for shall be enforceable by each of the Purchaser Indemnitees or Seller Indemnitees, as applicable, and each such Person’s heirs, representatives, successors or permitted assigns (echter Vertrag zugunsten Dritter), it being expressly agreed that such Persons shall be third party beneficiaries of this Section 8.2. (g) Except as provided in Section 8.2(b)(iii), the indemnification under provisions of this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, VIII shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligationbe enforceable until the Closing has occurred.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVII, VFL and the expiration of representations and warranties of Seller as provided in Article VI, Seller agrees to indemnify, defend indemnify and hold harmless Purchaser Buyer, its Affiliates (including, post Closing, the Company), and its their respective directors, officers, employeesshareholders, Affiliates partners, members and employees and their heirs, successors and permitted assigns from (collectively, “Buyer Indemnified Parties”) from, against and against all claimsin respect of any damages, losses, charges, liabilities, damagespayments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, costs or expensesand expenses (including, penalties without limitation, reasonable attorneys' fees, and reasonable outside attorneys' fees and disbursements out of pocket disbursements) (collectively“Losses”) imposed on, "Losses," and individually a "Loss")sustained, asserted against, imposed upon or incurred or suffered by themany of the Buyer Indemnified Parties, whether in respect of Third Party Claims, claims between Seller, on the one hand, and Buyer, on the other hand, or otherwise, directly or indirectlyindirectly resulting from, by reason of in connection with or arising out of: (i) the inaccuracy or any breach of the representations and warranties of Seller contained in this Agreement or in connection with any misrepresentationTransaction Agreement delivered by or on behalf of Seller at the Closing; it being understood that for purposes of this Section 7.1(a), any qualifications relating to materiality, including the term “Seller Material Adverse Effect”, contained in any such representation or warranty will be disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; (ii) any breach of or failure by Seller to perform any representation, warranty, covenant, undertaking of its covenants or agreement of VFL obligations contained in this Agreement or any Extra Contractual Obligations arising Transaction Agreement; (iii) any Taxes for which Seller is responsible in accordance with Article VIII; and/or (iv) liabilities and obligations of the nature and type specified in Section 4.8; (iv) the Company, solely to the extent that such Losses are not related to the ownership or operation of Gateway and are not specifically reflected in the 2011 GAAP Financial Statements of the Company; and (v) any CIE Claims, whether known or unknown as of the Closing Date. (b) The rights of the Buyer Indemnified Parties to indemnification under Section 7.1(a) will be subject to the following: (i) If the amount of any Loss suffered or incurred by a Buyer Indemnified Party, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by the Buyer Indemnified Party to Seller that has made any such indemnity payment. Buyer Indemnified Parties will use commercially reasonable efforts to recover from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors insurance policies or other representatives or agents selected applicable sources of recovery the maximum portion of any Losses of such Buyer Indemnified Party. Upon making any indemnity payment, Seller will, to the extent of such indemnity payment made by Purchaser)it, be subrogated to all rights of the Buyer Indemnified Party against any third party in respect of the indemnifiable Loss to which the indemnity payment relates; provided, however, that Purchaser until the Buyer Indemnified Party recovers full payment of its indemnifiable Loss, any and all claims of Seller against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Buyer Indemnified Party's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Buyer Indemnified Party and Seller will duly execute upon request all instruments reasonably necessary to evidence and perfect the above described subrogation and subordination rights. (and its directorsii) Except as set forth in Section 7.1(b)(iv), officers, employees, Affiliates and assigns) shall the Buyer Indemnified Parties will be entitled to indemnification under this Section 10.01(a7.1(a)(i) in respect of representations and warranties in this Agreement only when to the extent that the aggregate amount of all such Losses exceeds five hundred thousand exceed on a cumulative basis Two Hundred Fifty Thousand dollars ($500,000.00250,000) (the "Basket Amount"“Indemnification Basket”), in after which case Purchaser (point Seller will be obligated to indemnify Buyer Indemnified Parties from and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for against all further Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Indemnification Basket. (iii) Except as set forth in Section 3.11(c7.1(b)(iv), the maximum amount for which Seller will be liable in the aggregate under Section 3.167.1(a)(i) will not exceed Two Million Five Hundred Thousand dollars ($2,500,000) (the “Indemnification Cap”). (iv) Notwithstanding Sections 7.1(b)(ii), Section 3.247.1(b)(iii) and 7.1(c), Section 10.06 and Section 10.07 shall Losses in connection with or arising out of any breaches or inaccuracies of any of the Special Representations or Extended Representations will not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifIndemnification Cap but will instead be capped (when combined with all other Losses) at an aggregate amount equal to the total amount of the Purchase Price and Losses in connection with or arising out of any breaches or inaccuracies of any Special Representations will not be subject to the Indemnification Basket. (v) Notwithstanding anything herein to the contrary, with respect to any misrepresentationthe indemnification obligation contained in Section 7.l(a)(v), breach or failure to performif, following the date of this Agreement and at Closing, a valid CIE Claim is presented to Gateway or the Company, then the Seller, either prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than within 30 days following the end of such calculation; providedfiscal quarter in which Gateway is required by SAP to establish a reserve for such CIE Claim, howeverif the indemnity obligations of Seller are not eligible or sufficient to offset such reserves for SAP purposes, that will provide collateral in no event will VFL be responsible (by indemnification or otherwise) such form and in such amount as is necessary for the Annual Revenue Share Losses for any twelve month period Gateway to treat such collateral as a subrogation recovery under any particular Participation, Distribution SAP in an amount equal to such uncovered reserves. The Buyer agrees to cause Gateway to establish and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) maintain such reserves as are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made reasonably recommended by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Seller. (bc) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVII, Purchaser and the expiration of representations and warranties of Buyer as provided in Article VI, Buyer agrees to indemnify, defend indemnify and hold harmless VFL Seller, its Affiliates (excluding, following the Closing, the Company), and its their respective directors, officers, employeesshareholders, Affiliates partners, members and employees and their heirs, successors and permitted assigns from (collectively, “Seller Indemnified Parties”) from, against and against all Lossesin respect of any Losses imposed on, asserted againstsustained, imposed upon or incurred or suffered by themany of Seller Indemnified Parties, whether in respect of Third Party Claims, claims between Seller, on the one hand, and Buyer, on the other hand, or otherwise, directly or indirectlyindirectly resulting from, by reason of in connection with or arising out of of: (i) the inaccuracy or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of Purchaser Buyer contained in this Agreement or in any Extra Contractual Obligations arising from actsTransaction Agreement; it being understood that for purposes of this Section 7.1(c), errors any qualifications relating to materiality, including the term “Buyer Material Adverse Effect”, contained in any such representation or omissions warranty will be disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; and (ii) any breach or failure by Purchaser or Buyer to perform any of its officerscovenants or obligations contained in this Agreement or in any Transaction Agreement. (d) If the amount of any Loss suffered or incurred by a Seller Indemnified Party, employeesat any time subsequent to the making of an indemnity payment in respect thereof, agents is reduced by recovery, settlement or representativesotherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by Seller Indemnified Party to Buyer. Seller Indemnified Parties will use commercially reasonable efforts to recover from insurance policies or other applicable sources of recovery the maximum portion of any Losses of such Seller Indemnified Party. Upon making any indemnity payment, Buyer will, to the extent of such indemnity payment, be subrogated to all rights of Seller Indemnified Party against any third party in respect of the indemnifiable Loss to which the indemnity payment relates; provided, however, that VFL (until Seller Indemnified Party recovers full payment of its indemnifiable Loss, any and its directors, officers, employees, Affiliates all claims of Buyer against any such third party on account of said indemnity payment is hereby made expressly subordinated and assigns) shall be entitled subjected in right of payment to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when Seller Indemnified Party's rights against such third party. Without limiting the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach generality or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount effect of any Loss that remains after deducting therefrom any benefit associated with other provision hereof, each such Seller Indemnified Party and Buyer will duly execute upon request all instruments reasonably necessary to evidence and perfect the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, above described subrogation and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractssubordination rights. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVII and in the Ancillary Agreements with respect to such agreements, VFL Sellers, jointly and severally, agree to indemnify, defend and hold harmless Buyer, the Acquired Companies and their respective directors, officers, employees, Affiliates, successors, permitted assigns, agents and representatives (collectively, the “Buyer Indemnitees”) following the Closing from and against all Losses (as hereinafter defined), arising out of or resulting from: (i) the failure of any representations and warranties contained in Article III hereof to be true and correct as of the date of this Agreement or the Closing Date (after giving effect to the Restructuring) (except with respect to such representations or warranties which are made expressly as of a specified date or period, as to which indemnification hereunder shall be made only to the extent of the failure of such representations and warranties to be true and correct as of such specified date or period), determined without regard to any qualifications or references to “Seller Material Adverse Effect” contained in any specific representation or warranty (other than the representation contained in clause (b) of the first paragraph of Section 3.9), (ii) any breach, violation or non-fulfillment of any of the covenants and agreements of Sellers contained in this Agreement, the Xxxx of Sale or the Assignment and Assumption Agreement and (iii) all of the Excluded Liabilities. As used in this Article VII, “Loss” and “Losses” mean all losses, liabilities, damages, judgments, settlements, costs and expenses (including out-of-pocket costs of investigation and defense and reasonable attorneys’, consultants’ and experts’ fees and expenses and costs and expenses relating to corrective or remedial actions), subject to the reduction specified in Section 7.3(d). Without limiting the generality of the foregoing, the parties acknowledge and agree that (A) indemnification for consequential damages and diminution in value is permitted under this Section 7.3 and that the party defending any claim for such damages is permitted to contest the appropriateness of such damages on any specific claim and (B) the Indemnifying Party shall indemnify the Indemnified Party for punitive or exemplary damages for which a valid indemnification claim is made hereunder only to the extent paid to a Third Party Claimant or Governmental Entity. Notwithstanding anything herein to the contrary, (x) Buyer Indemnitees shall not be entitled to indemnification for any Loss arising out of or resulting from breach of a representation or warranty to the extent Buyer Indemnitees would be entitled to indemnification for such Loss under clause (iii) of the first sentence of Section 7.3(a) and there is no impediment to collection; and (y) Buyer Indemnitees shall not be entitled to indemnification for any Loss constituting the Assumed Portion of the Eligible Liabilities. (b) Subject to the limitations set forth in this Article VII, Buyer agrees to indemnify, defend and hold harmless Purchaser Sellers and its their respective directors, officers, employees, Affiliates Affiliates, successors, permitted assigns, advisors, agents and assigns representatives (collectively, the “Seller Indemnitees”) following the Closing from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or Losses arising out of or in connection with resulting from: (i) the failure of any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties contained in this Agreement only when the aggregate amount Article III hereof to be true and correct as of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior the Closing Date (except with respect to Closing: (i) VFL provides Purchaser with written notice (such representations or warranties which may are made expressly as of a specified date or period, as to which indemnification hereunder shall be in the form of an exhibit made only to the certificate contemplated by Section 6.01) extent of the failure of such misrepresentationrepresentations and warranties to be true and correct as of such specified date or period), breach determined without regard to any qualifications or failure references to perform“Buyer Material Adverse Effect” contained in any specific representation or warranty; (ii) such notice expressly acknowledges that such misrepresentationany breach, breach violation or failure non-fulfillment of any of the covenants and agreements of Buyer, or the Acquired Companies (with respect to perform has caused post-Closing matters), contained in this Agreement, the condition specified in Xxxx of Sale or the first sentence of Section 6.01 not to be satisfied Assignment and that, as a result, Purchaser has the right not to proceed to ClosingAssumption Agreement; (iii) such misrepresentation, breach or failure to perform has, in fact, caused all of the condition specified in the first sentence of Section 6.01 not to be satisfied, Assumed Liabilities and as a result, Purchaser has the right not to proceed to ClosingAcquired Companies Liabilities; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance ContractsPost-Closing Business Liabilities. (c) The same set aggregate amount for which Sellers shall be liable under Section 7.3(a)(i) hereof shall in no event exceed seventy-five percent (75%) of facts the Purchase Price. The aggregate amount for which Buyer shall be liable under Section 7.3(b)(i) hereof shall in no event exceed seventy-five percent (75%) of the Purchase Price. Sellers shall be required to indemnify Buyer Indemnitees pursuant to Section 7.3(a)(i) hereof only if aggregate Losses incurred by Buyer Indemnitees in connection with Section 7.3(a)(i) plus the amount of any Adjustment Amount determined pursuant to Section 2.11(d) exceed $25,000,000 (provided that such limitation on Sellers’ duty to indemnify Buyer Indemnities shall not apply to Losses related to any of Section 3.1(a), Section 3.2, Section 3.5, Section 3.6(b) or Section 3.17), and, in such event, indemnification shall be made by Sellers with respect to all such Losses plus the amount of any Adjustment Amount determined pursuant Section 2.11(d) to the extent such Losses exceed $12,500,000 (the “Deductible”). Buyer shall be required to indemnify Seller Indemnitees pursuant to Section 7.3(b)(i) when and circumstances may give rise only if aggregate Losses incurred by Seller Indemnitees in connection with such clauses exceeds $25,000,000 and, in such event, indemnification shall be made by Buyer with respect to all such Losses to the extent such Losses exceed $12,500,000. (d) The amount of any Losses sustained by the Indemnified Party (as defined in Section 7.4) shall be reduced by any amount actually received by the Indemnified Party with respect thereto under any insurance coverage or from any other parties alleged to be responsible therefor. The Indemnified Party shall use its reasonable efforts to collect any amounts available under such insurance coverage and from such other parties. If the Indemnified Party receives an amount under insurance coverage or from such other parties alleged to have responsibility with respect to Losses sustained at any time subsequent to any indemnification provided pursuant to this Section 7.3, then such Indemnified Party shall promptly reimburse the applicable Indemnifying Party (as defined in Section 7.4) for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount received by the Indemnified Party, as applicable, after deducting therefrom the full amount of any expenses incurred by it in procuring such recovery. Notwithstanding anything herein or in any Ancillary Agreement to the contrary, the amount of any Losses shall also be reduced to the extent that the Indemnified Party is compensated for such Losses by a claim for indemnification under third party (not acting on behalf of Sellers) and other than pursuant to this Article X VII. (e) The Indemnifying Party shall be obligated to indemnify the Indemnified Party only for those claims involving Losses under Section 7.3(a)(i) or Section 7.3(b)(i) as to which the Indemnified Party has given the Indemnifying Party written notice prior to sixty (60) days following the expiration date of the relevant representation and warranty as set forth in Section 7.2. (f) (i) For claims involving Excluded Liabilities, Sellers, as the Indemnifying Party, will upon making any indemnification payment and to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party (excluding Buyer Indemnitees’ corporate insurance carriers) in respect of the Loss to which the payment relates, provided that Sellers or any of the Acquired Companies would have had the right to assert the claim prior to the Closing had such claim arisen prior to the Closing. Sellers’ decisions relative to whether to pursue a particular subrogation right shall be made consistent with decisions they made when they owned the Business (or, with respect to matters of first impression, consistent with the decisions they would make in a commercially reasonable manner if they continued to own the Business). Buyer, at its option and at its own expense, may participate in any Action, claim arising from both a representation or warranty demand subject to this paragraph (ii) through representatives and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions additional counsel of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligationits own choosing.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVIII, VFL Parent and each Seller, jointly and severally, agrees to indemnify, defend indemnify and hold harmless Purchaser Buyer and its directorsAffiliates, officersincluding, employeesafter the Closing, Affiliates the Acquired Companies and assigns the Acquired Company Subsidiaries (the “Buyer Indemnified Parties”), from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties losses and out-of-pocket expenses (including reasonable outside attorneys' ’ fees and disbursements expenses of outside counsel) but not including punitive, exemplary, consequential and all other kinds of special damages (collectivelyincluding, "without limitation, lost profits and opportunity costs) (“Losses," and individually ”) to the extent actually incurred as a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason result of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform the representations and warranties of Sellers contained in Section 3.1, (ii) any representation, warranty, covenant, undertaking or agreement breach of VFL any of the covenants and agreements of Sellers contained in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)iii) the Excluded Liabilities; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL neither Parent nor any Seller shall have no any indemnification liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following Agreement unless a claim is timely asserted during the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition survival period specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser7.1; and provided, further, in that neither Parent nor any Seller shall have any indemnification liability under this Agreement unless the case aggregate of terminations effected all Losses for which Parent and Sellers would, but for this proviso, be liable, pursuant to this Section 8.1(a) exceeds $15,000,000 on a cumulative basis (the “Deductible”), and then only to the extent of any such excess; and provided, further, that neither Parent nor any Seller shall have any liability under clauses (iiSection 8.1(a)(i) or (iiiSection 8.1(a)(ii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach individual item of Section 3.16 as a result Loss that is less than $25,000 (for this purpose any individual item shall include any series of the failure, prior to the Closing, (arelated actions) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, such items shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser aggregated for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration purposes of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees second proviso to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform8.1(a). In any event, the maximum amount for which Purchaser Parent and Sellers shall be liable in the aggregate under this Article X Section 8.1(a) shall not exceed in 20% of the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party Purchase Price, as adjusted pursuant to Section 2.3 (the “Indemnification Cap”); and provided, further that the Deductible and the Indemnification Cap shall not apply to or limit Losses arising out of (w) any breach of the representations and warranties of Sellers contained in Section 3.1(a), Section 3.1(b) and Section 3.1(o), (x) a claim for indemnity pursuant to Section 9.1(a), (y) any breach of any of the covenants and agreements of Sellers contained in this Article X shall be limited Agreement or (z) the Excluded Liabilities. Solely for purposes of determining whether Parent or Sellers are obligated to provide indemnification and the amount of any Loss that remains after deducting therefrom any benefit associated with the breach Losses for which Parent or occurrence constituting or giving rise Sellers shall be liable to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification Buyer Indemnified Parties under this Article X as a claim arising from both a Section 8.1(a), each representation and warranty of Sellers contained in this Agreement shall be read without regard and without giving effect to the terms “material,” “in all material respects” or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation“Company Material Adverse Effect.”

Obligation to Indemnify. (a) Subject From and after the Closing, and subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in Article IX and this Article X, VFL agrees to indemnifyeach Seller shall, defend severally and not jointly, defend, indemnify and hold harmless Purchaser and its directors, officers, officers and employees, Representatives and Affiliates and their heirs, successors and permitted assigns from (the “Purchaser Indemnified Parties”) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against all claimsany of the Purchaser Indemnified Parties, lossesto the extent resulting from, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with relating to: (i) any misrepresentation, breach of or failure to perform inaccuracy in any representation, warranty, covenant, undertaking or agreement of VFL the representations and warranties of such Seller contained in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of the representations and warranties contained in Sections 3.11 and 3.12, which are subject to the provisions of Article XI), determined without regard to any qualifications or references to “Seller Material Adverse Effect,” “material” or any other materiality qualifications or references contained in any specific representation or warranty other than as contained in Sections 3.05(p) or 3.26; (ii) any breach, violation or non-fulfillment of any of the covenants and agreements of such Seller contained in this Agreement only when the aggregate amount of all (other than any such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount")covenants or agreements relating to Taxes, in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be are subject to the Basket Amountprovisions of Article XI); or (iii) any Excluded Liabilities. VFL The preceding clauses (i) through (iii) and 11.01(a)(i) through (iv) are subject to the following qualifications and limitations to the extent provided in such qualifications and limitations: (A) Sellers shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: clause (i) VFL provides Purchaser with written notice of this Section 10.01(a) unless the aggregate of all Losses for which Sellers collectively would, but for this subclause (which may A), be in the form of an exhibit liable exceeds $600,000, and then, only to the certificate contemplated by Section 6.01extent of any such excess; provided that the limitations to Sellers’ obligations to indemnify set forth in this subclause (A) shall not apply to Losses resulting from, arising out of such misrepresentation, or relating to any breach or failure to perform; inaccuracy of the representations and warranties set forth in Sections 3.26; (iiB) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Sellers collectively shall be liable under clause (i) of this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which 10.01(a) shall not be subject to such limitationexceed, shall not exceed in the aggregate 100aggregate, an amount equal to 15% of the Purchase Price Price; provided that the limitations to Sellers’ obligations to indemnify set forth in the immediately preceding subclause ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant A) and this subclause (B) shall not apply to this Article X shall be limited to the amount Losses resulting from, arising out of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect relating to any breach or inaccuracy of the representations and warranties set forth in Sections 3.09 and 3.113.01, "Losses" 3.02, 3.06 or 3.18; (C) no Purchaser Indemnified Party will have the right to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as bring a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (claim for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected indemnity under clauses (ii) or (iii) of this sentenceSection 10.01(a) or under clauses (i) or (iii) of Section 11.01(a) to the extent such claim relates to an actual or alleged Product Tax Failure, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a including with respect to any breach or non-fulfillment of the representation made covenants and agreements of Sellers contained in this Agreement relating to any actual or alleged Product Tax Failure; and (D) the limitations on Sellers’ obligations to indemnify the Purchaser Indemnified Parties set forth in the last sentence preceding subclauses (A) through (C) shall not apply to Losses resulting from, arising out of Section 3.24or relating to any claim involving fraud, willful misconduct or gross negligence of Sellers or their Affiliates. Purchaser's right Sellers’ obligations under this Article X and Article XI are in addition to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements their respective obligations under the Code (and applicable regulations)Administrative Services Agreement, or (b) of any Insurance Contract provided that in no event shall the Purchaser Indemnified Parties be entitled to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable multiple recoveries for the 30 days (or applicable portion thereof) following the date of such written notice (if any)same Loss. (b) Subject From and after the Closing, and subject to the expiration limitations set forth in Article IX and this Article X, Purchaser shall defend, indemnify and hold harmless each Seller and its directors, officers and employees, Representatives and Affiliates and their heirs, successors and permitted assigns (the “Seller Indemnified Parties”) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any of the Seller Indemnified Parties to the extent resulting from, arising out of or relating to: (i) any breach of or inaccuracy in any of the representations and warranties of the parties as provided in Article IX and the limitations set forth Purchaser contained in this Article XAgreement, determined without regard to any qualifications or references to “Purchaser agrees to indemnifyMaterial Adverse Effect,” “material” or any other materiality qualifications or references contained in any specific representation or warranty; (ii) any breach, defend violation or non-fulfillment of any of the covenants and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement agreements of Purchaser contained in this Agreement (other than any such covenants or any Extra Contractual Obligations arising from actsagreements relating to Taxes, errors or omissions by Purchaser or any which are subject to the provisions of its officers, employees, agents or representativesArticle XI); provided, however, that VFL or (iii) all Assumed Liabilities. The preceding clauses (i) through (iii) and its directors, officers, employees, Affiliates 11.01 (b)(i) through (ii) are subject to the following qualifications and assignslimitations to the extent provided in such qualifications and limitations: (A) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under clause (i) of this Section 10.01 if10.01(b) unless the aggregate of all Losses relating thereto for which Purchaser would, with respect to any misrepresentation but for this proviso, breach or failure to performbe liable exceeds $600,000, following the date of this Agreement and at or prior to Closingthen, Purchaser provides VFL with written notice (which may be in the form of an exhibit only to the certificate contemplated by Section 7.01extent of any such excess; (B) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under clause (i) of this Section 10.01(b) shall not exceed, in the aggregate, an amount equal to 15% of the Purchase Price (provided that the limitations on Purchaser’s obligations to indemnify set forth in the immediately preceding subclause (A) and this subclause (B) shall not apply to any breach or inaccuracy of Sections 4.01, 4.02 or 4.07); (C) no Seller Indemnified Party will have the right to bring a claim for indemnity under clause (ii) of Section 10.01(b) or under Section 11.01(b)(i) to the extent such claim relates to an actual or alleged Product Tax Failure, including with respect to any breach or non-fulfillment of the covenants and agreements of Purchaser contained in this Agreement relating to any actual or alleged Product Tax Failure; and (D) the limitations on Purchaser’s obligations to indemnify the Seller Indemnified Parties set forth in the preceding subclauses (A) through (C) shall not apply to Losses resulting from, arising out of or relating to any claim involving fraud, gross negligence or willful misconduct of Purchaser or its Affiliates. Purchaser’s obligations under this Article X shall not exceed are in addition to its or its Affiliates’ obligations under the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss Administrative Services Agreement, provided that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there the Seller Indemnified Parties be included in entitled to multiple recoveries for the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractssame Loss. (c) The same set Except for any indemnification pursuant to Section 11.01 (b), payment of facts any return of premium or the costs and circumstances may give rise expenses to a claim for indemnification under this Article X as a claim adjust the terms of any Administered Contract, including the increase of any benefits thereunder, resulting from or arising from both a representation out of any actual or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, alleged Product Tax Failure shall not bar VFL be the responsibility of Purchaser or Purchaser its Affiliates (except for the responsibility to administer such amounts under the Ancillary Agreements), and unless otherwise prohibited by Applicable Law, such return of premium or the cost or expense of adjusting the terms of such Administered Contract shall be paid first out of the Separate Accounts with respect to which such affected Administered Contract participates, and, in the event such amounts are insufficient, then from bringing such a claim under this Article X as arising from an Extra Contractual Obligationthe General Account.

Obligation to Indemnify. (a) Subject to the expiration limitations set forth in Section 11.2(c), Seller agrees to indemnify and hold harmless the Buyer Parties, the Company Parties, and their respective directors, officers, partners, employees, agents and affiliates, and the successors and assigns of such entities and persons (collectively, the "Buyer Indemnitees") from and against all losses, liabilities, claims, costs, expenses (including reasonable attorneys" fees and expenses of outside counsel) and damages of whatsoever kind or nature (collectively, "Losses") that the Buyer Indemnitees may incur, suffer or sustain to the extent arising from or related to: (i) any breach of the representations and warranties of Seller contained in this Agreement (other than (A) the parties representations and warranties of Seller contained in Sections 2.11 (captioned "Environmental Matters"), any breach of which is governed by Section 9.1(b), (B) the representations and warranties of Seller contained in Section 2.16(a)(i) through (vi) (captioned "Taxes"), which expire at Closing, (C) the representations and warranties of Seller contained in Section 2.16(a)(vii), (viii) and (ix), any breach of which is governed by Article XII, and (D) the representations and warranties of Seller contained in Section 10.1 (captioned "Representations and Warranties of Seller"), any breach of which is governed by Section 10.3); and (ii) any breach of any of the covenants and agreements of Seller or the Company Parties contained in this Agreement; 51 66 provided, however, that Seller shall not have any liability under clause (i) above unless the aggregate of all Losses for which Seller would, but for this proviso, be liable, exceeds on a cumulative basis an amount equal to 1% of the Purchase Price (the "Seller Indemnification Basket"), and then only to the extent of any such excess; provided further, that Seller shall not have any liability under clause (i) above for any individual breach where the Loss relating thereto is less than $50,000 and the Losses with respect to such breaches shall not be aggregated for purposes of the first proviso to this Section 9.1(a) (the "Seller Indemnification Threshold"); provided further, that Seller shall not have any liability under Section 9.1(a) to the extent that such liability is specifically reserved for and properly accrued as a current liability in the Closing Date Financial Statements after giving effect to the adjustments thereto as set forth in Section 1.4 and the schedules to such section; and provided further, that the maximum amount for which Seller shall be liable in Article IX and the aggregate under Section 9.1(a)(i) shall not exceed 25% of the Purchase Price (the "Seller Indemnification Cap"). (b) Notwithstanding the limitations set forth in this Article XSection 9.1(a) but subject to the limitations set forth in Section 11.2(c), VFL Seller agrees to indemnify, defend indemnify and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns the Buyer Indemnitees from and against all claimsLosses that the Buyer Indemnitees may incur, losses, liabilities, damages, deficiencies, costs suffer or expenses, penalties sustain to the extent arising from or related to: (i) any breach of the representations and reasonable outside attorneys' fees and disbursements warranties of Seller contained in Section 2.11 (collectively, "Losses," and individually a "LossEnvironmental Matters"); (ii) any investigation, asserted againsttreatment, imposed upon removal, containment, monitoring or incurred by themother remediation or response actions taken in response to any third party or governmental inquiry, directly action, claim, lawsuit, proceeding or indirectlygovernmental mandated remediation (A) to reduce to acceptable levels risks from concentrations of Hazardous Materials present or released on, by reason at or under, or which are migrating from, and otherwise to bring into compliance with the Environmental Laws, any present or former property of any Company Party not identified on Schedule 9.1(c)(iii) where coal tar was present or arising out had been released prior to the Closing Date (the "Unknown Coal Tar Sites") or (B) to prevent or mitigate the presence or release of Hazardous Materials at, on or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or under any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)the Unknown Coal Tar Sites; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) the Buyer Indemnitees shall be entitled to indemnification under this Section 10.01(a9.1(b)(ii) in respect of representations and warranties in this Agreement only when to the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, extent that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c)third-party or governmental inquiry, Section 3.16action, Section 3.24claim, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 iflawsuit, with respect to any misrepresentation, breach proceeding or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or governmental mandated remediation giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified partysuch Losses occurs, and notice thereof has been given to the Seller as provided in Section 11.1(a), on or before the fourth anniversary of the Closing Date; and (iii) any indemnitythird party or governmental inquiry, contribution action, claim, lawsuit, proceeding or other similar payment recoverable by governmental mandated remediation relating to (A) compliance or noncompliance with any indemnified party from any third partyEnvironmental Laws, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees on or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the ClosingClosing Date, in connection with any of the properties of the Company Parties (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulationsa "Company Party Property"), or (bB) of any Insurance Contract to comply with all requirements of the Codetransportation, as specified in Section 3.16treatment, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.storage,

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided limitations on survival set forth in Article IX and to the limitations set forth in this Article X, VFL agrees to after the Closing, Sellers shall indemnify, defend and hold harmless Purchaser Purchaser, the Transferred Companies, their respective Affiliates, successors and its permitted assigns and their respective directors, officersofficers and employees (collectively, employees, Affiliates and assigns the “Purchaser Indemnified Parties”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), any Losses asserted against, imposed upon on or sustained, incurred or suffered by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject Indemnified Party to the Basket Amount. VFL shall have no liability under this Section 10.01 ifextent arising from, with respect to any misrepresentation, breach based on or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited relating to: : (i) any tax benefit Excluded Liability or any other matter related to any indemnified party, the Medium-Term Note Program; (ii) any insurance breach, failure, nonfulfillment or reinsurance proceeds recoverable default by any indemnified party, and Seller in the performance of or compliance with any of the covenants or agreements of any Seller contained in this Agreement; (iii) any indemnity, contribution breach of or inaccuracy in any Seller Specified Representation made by Sellers in this Agreement (determined without regard to any qualification or references to “Business Material Adverse Effect,” “material,” “materially” or other similar payment recoverable by materiality qualifications or references contained in any indemnified party from any third party, specific representation or warranty) or the certificate described in each case with respect Section 7.1(c) (but only to the extent such Loss. The indemnified party shall use commercially reasonable efforts certificate relates to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to the Seller Specified Representations); or (iv) any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts or inaccuracy in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees representation or other benefits incident to or potentially arising from any insurance or annuity policies or contracts warranty (other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminationsSeller Specified Representations) made by the Mutual Fund Payor Sellers in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or this Agreement (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, except in the case of terminations effected under clauses (ii) or (iii) of this sentenceSection 3.18(b), VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last final sentence of Section 3.24. Purchaser's right to indemnification for any breach 3.19(a) and the penultimate sentence of Section 3.16 as a result of 3.19(b), determined without regard to any qualification or references to “Business Material Adverse Effect,” “material,” “materially” or other materiality qualifications or references contained in any specific representation or warranty) or the failure, prior certificate described in Section 7.1(c) (but only to the Closing, (a) extent such certificate relates to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts Sellers other than the Insurance ContractsSeller Specified Representations). (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties warranties, covenants and agreements of the parties Seller as provided in Article IX Section 8.1, and the limitations set forth in this Article XSection 8.2(a) and Section 8.3 below, VFL Seller agrees to indemnify, defend indemnify and hold harmless Purchaser Buyer, the Company, USIS and its directors, officers, employees, their respective Affiliates and assigns Representatives (collectively, the “Buyer Indemnified Parties”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of Losses resulting from or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of VFL Seller contained in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser the representations and administratorswarranties contained in Section 3.11), contractors or other representatives or agents selected by Purchaser)(ii) any breach of any of the covenants and agreements of Seller contained in this Agreement and (iii) any Excluded Liability; provided, however, that Purchaser Seller shall not have any liability under clause (and its directorsi) above (other than in connection with any breach of the Seller Specified Representations) unless the aggregate of all Losses for which Seller would, officersbut for this proviso, employeesbe liable under this Agreement, Affiliates and assigns) exceeds on a cumulative basis an amount equal to $500,000 (the “Indemnification Basket”), after which the Buyer Indemnified Parties shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when receive the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the entire amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Losssuch Losses, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculationIndemnification Basket; provided, further, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for Seller shall not have any twelve month period liability under any particular Participation, Distribution and Service Related Agreement that clause (i) relate to above for any time period more individual items (or series of related claims arising from substantially the same or related underlying facts, events or circumstances) where the Loss relating thereto is less than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser$35,000; and provided, further, however, that for purposes of determining any breach of the representations and warranties of Seller, any qualification or references to “Company Material Adverse Effect,” “material,” “materially” or other materiality qualifications or references contained in such representation or warranty shall be disregarded. In any event, the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL maximum amount for which Seller shall be liable for Annual Revenue Share Losses that result from terminations that constitute a in the aggregate under Section 8.2(a)(i) (other than in connection with any breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (aSeller Specified Representations) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from exceed $15,000,000 (the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any“Indemnification Cap”). (b) Subject to the expiration of the representations and warranties warranties, covenants and agreements of the parties Buyer as provided in Article IX Section 8.1, and the limitations set forth in this Article XSection 8.2(b) and Section 8.3 below, Purchaser Buyer agrees to indemnify, defend indemnify and hold harmless VFL Seller and its directors, officers, employees, Affiliates and assigns Representatives (collectively, the “Seller Indemnified Parties”) from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of Losses resulting from or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of Purchaser Buyer contained in this Agreement or Agreement; (ii) any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or breach of any of its officers, employees, agents or representativesthe covenants and agreements of Buyer contained in this Agreement; and (iii) any Assumed Liabilities; provided, however, that VFL Buyer shall not have any liability under clause (and its directorsi) above (other than in connection with any breach of the Buyer Specified Representations) unless the aggregate of all Losses for which Buyer would, officersbut for this proviso, employeesbe liable, Affiliates and assigns) exceeds on a cumulative basis an amount equal to the Indemnification Basket, after which the Seller Indemnified Parties shall be entitled to indemnification receive the entire amount of any such Losses, including the Indemnification Basket; provided, further, however, that Buyer shall not have any liability under this Section 10.01(bclause (i) in respect above for any individual items (or series of related claims arising from substantially the same or related underlying facts, events or circumstances) where the Loss relating thereto is less than $35,000; and, provided, further, however, that for purposes of determining any breach of the representations and warranties of Buyer, any qualification or references to “Buyer Material Adverse Effect,” “material,” “materially” or other materiality qualifications or references contained in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) representation or warranty shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to performdisregarded. In any event, the maximum amount for which Purchaser Buyer shall be liable in the aggregate under this Article X Section 8.2(b)(i) (other than in connection with any breach of the Buyer Specified Representations) shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance ContractsCap. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a7.3.1 Except as otherwise expressly provided herein or in specific appendices, each Party shall be responsible only for the Interconnection, Resale Services, 251(c)(3) Subject Unbundled Network Elements, functions, facilities, products and services which are provided by that Party, its authorized agents, subcontractors, or others retained by such Party, and neither Party shall bear any responsibility for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, functions, facilities, products and services provided by the other Party, its agents, subcontractors, or others retained by such Party. 7.3.2 Except as otherwise expressly provided herein or in specific appendices, and to the expiration of extent not prohibited by Applicable Law and not otherwise controlled by Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. tariff, each Party (the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees to indemnify“Indemnifying Party”) shall release, defend and indemnify the other Party (the “Indemnified Party”) and hold such Indemnified Party harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually any Loss to a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or Third Party arising out of the negligence or willful misconduct (“Fault”) of such Indemnifying Party, its agents, its End Users, contractors, or others retained by such Parties, in connection with any misrepresentationthe Indemnifying Party’s provision of Interconnection, breach of or failure to perform any representationResale Services, warranty251(c)(3) Unbundled Network Elements, covenantfunctions, undertaking or agreement of VFL in facilities, products and services under this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)Agreement; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assignsi) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach employees or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% agents of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to Indemnifying Party, such Fault occurs while performing within the amount scope of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified partytheir employment, (ii) any insurance or reinsurance proceeds recoverable by any indemnified partywith respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract, and (iii) any indemnitywith respect to the Fault of employees or agents of such subcontractor, contribution or other similar payment recoverable such Fault occurs while performing within the scope of their employment by any indemnified party from any third party, in each case the subcontractor with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach duties of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period subcontractor under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)subcontract. (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties Sellers as provided in Article IX and the limitations set forth in this Article X, VFL each Seller, *** with any other Seller, agrees to indemnify, defend indemnify and hold harmless Purchaser each of Buyer, its Affiliates (including, after the Closing, the Transferred Companies), and its directors, their respective officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officersdirectors, employees, agents and Representatives (collectively, the “Buyer Indemnitees”) from and against (i) all Losses to the extent arising from or representatives related to (x) any breach of the representations and warranties of such Seller contained in Article III of this Agreement (determined, for purposes of this Section 10.1(a), without regard to any qualifications or references to “Seller Material Adverse Effect,” “material,” or any other materiality qualifications or references contained in any specific representation or warranty); or (y) any breach of any of the covenants and agreements of such Seller contained in this Agreement that survive the Closing, and (ii) *** any Losses to the extent arising from any breach of the representations and warranties of the Company contained in Article IV of this Agreement (determined, for purposes of this Section 10.1(a), without regard to any qualifications or references to “Company Material Adverse Effect,” “material,” or any other materiality qualifications or references contained in any specific representation or warranty, other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaserthe reference to “Company Material Adverse Effect” in Section 4.6); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assignsno Seller shall have any Liability under Section 10.1(a)(ii) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when unless the aggregate amount of all Losses for which such Losses Seller would, but for this proviso, be liable, exceeds five hundred thousand dollars on a cumulative basis an amount equal to *** percent ($500,000.00***%) (of *** the "Basket Amount")Final Purchase Price, in which case Purchaser (and its directorsthen ***; provided, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification no Seller shall have any Liability under Section 10.1(a)(i)(x) or Section 10.1(a)(ii) above for claims arising under the fourth sentence (x) *** or (y) any breach of Section 3.11(c)***, Section 3.16*** or Section ***, Section 3.24which shall be governed by Article XI. In any event, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date last sentence of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in paragraph, the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL any Seller shall be liable Liable in the aggregate under Section 10.1(a)(ii) shall not exceed *** percent (***%) of such Seller's Escrow Percentage of the Final Purchase Price (the “Cap”) and the maximum amount for which any Seller shall be Liable in the aggregate under Section 10.1(a)(i)(x) shall not exceed *** percent (***%) of *** the Final Purchase Price. For the avoidance of doubt, any Losses which are subject to the ***% indemnity deductible or *** described in this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which 10.1(a) shall not be subject to such limitation, shall not exceed in counted toward the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation")Cap. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount The Liabilities of any Loss Seller under Section 10.1(a)(ii) that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to arise as a result of any breach of the representations set forth and warranties contained in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder Section 4.17 shall not include any losses deemed count towards the Cap, except to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during extent such twelve month period Liabilities exceed *** percent (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv***%) of this sentence; (iii) are *** the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Final Purchase Price. (b) Subject to the expiration of the representations and warranties of the parties Buyer as provided in Article IX and the limitations set forth in this Article X, Purchaser Buyer agrees to indemnify, defend indemnify and hold harmless VFL each Seller, the Affiliates of each Seller, and its their respective officers, partners, directors, officers, employees, Affiliates agents and assigns Representatives (collectively, the “Seller Indemnitees”) from and against all Losses, asserted against, imposed upon Losses to the extent arising from or incurred by them, directly or indirectly, by reason of or arising out of or in connection with related to (i) any misrepresentation, breach of the representations and warranties of Buyer contained in Article V of this Agreement (determined, for purposes of this Section 10.1(b), without regard to any qualifications or failure references to perform “Buyer Material Adverse Effect,” “material,” or any representation, other materiality qualifications or references contained in any specific representation or warranty, covenant, undertaking ) or agreement (ii) any breach of Purchaser any of the covenants and agreements of Buyer contained in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representativesthat survive the Closing; provided, however, that VFL Buyer shall not have any Liability to any Seller (and or its directors, officers, employees, Affiliates and assignsrelated Seller Indemnitees) shall be entitled to indemnification under this Section 10.01(b10.1(b)(i) in respect of representations and warranties in this Agreement only when above unless the aggregate amount of all Losses for which Buyer would, but for this proviso, be liable to such Losses Persons exceeds the Basket Amount, in which case VFL on a cumulative basis an amount equal to *** percent (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01***%) of such misrepresentationSeller's Seller Percentage of the Final Purchase Price, breach or failure to performand then ***; provided, further, that Buyer shall not have any Liability under Section 10.1(b)(i) above ***. In any event, the maximum amount for which Purchaser Buyer shall be liable to any Seller (or its related Seller Indemnitees) in the aggregate under this Article X Section 10.1(b)(i) shall not exceed in *** percent (***%) of *** the aggregate Final Purchase Price. For the Maximum Indemnification Obligation. Required payments by avoidance of doubt, any indemnifying party pursuant to this Article X shall be limited Losses which are subject to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach ***% indemnity deductible or occurrence constituting or giving rise to the Loss, including but not limited to: (i*** described in this Section 10.1(b) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing be counted toward such a claim under this Article X as arising from an Extra Contractual Obligation*** percent (***%) limit.

Obligation to Indemnify. (a) Subject to the expiration limitations set forth in Section 11.2(c), Seller agrees to indemnify and hold harmless the Buyer Parties, the Company Parties, and their respective directors, officers, partners, employees, agents and affiliates, and the successors and assigns of such entities and persons (collectively, the "Buyer Indemnitees") from and against all losses, liabilities, claims, costs, expenses (including reasonable attorneys' fees and expenses of outside counsel) and damages of whatsoever kind or nature (collectively, "Losses") that the Buyer Indemnitees may incur, suffer or sustain to the extent arising from or related to: (i) any breach of the representations and warranties of Seller contained in this Agreement (other than (A) the parties as provided representations and warranties of Seller contained in Sections 2.11 (captioned "Environmental Matters"), any breach of which is governed by Section 9.1(b), (B) the representations and warranties of Seller contained in Section 2.16(a)(i) through (vi) (captioned "Taxes"), which expire at Closing, (C) the representations and warranties of Seller contained in Section 2.16(a)(vii), (viii) and (ix), any breach of which is governed by Article IX XII, and (D) the limitations representations and warranties of Seller contained in Section 10.1 (captioned "Representations and Warranties of Seller") or Section 2.18 (solely to the extent that those representations and warranties relate to any of the agreements listed in Section 2.18(a)(J), any breach of which is governed by Section 10.3); and (ii) any breach of any of the covenants and agreements of Seller or the Company Parties contained in this Agreement (other than the covenants set forth in this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred X which are governed by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by PurchaserSection 10.3); provided, however, that Purchaser Seller shall not have any liability under clause (i) above unless the aggregate of all Losses for which Seller would, but for this proviso, be liable, exceeds on a cumulative basis an amount equal to 1% of the Purchase Price (the "Seller Indemnification Basket"), and its directorsthen only to the extent of any such excess; provided further, officersthat Seller shall not have any liability under clause (i) above for any individual breach where the Loss relating thereto is less than $50,000 and the Losses with respect to such breaches shall not be aggregated for purposes of the first proviso to this Section 9.1(a) (the "Seller Indemnification Threshold"); provided further, employeesthat neither the Seller Indemnification Basket nor the Seller Indemnification Threshold shall apply to any breach of Seller's representations, Affiliates warranties and assignscovenants concerning the Sinking Springs Terminal; provided further, that Seller shall not have any liability under Section 9.1(a) to the extent that such liability is specifically reserved for and properly accrued as a current liability in the Closing Date Financial Statements after giving effect to the adjustments thereto as set forth in Section 1.4 and the schedules to such section; provided further, that the Seller shall be obligated to indemnify the Buyer Indemnitees pursuant to this Section 9.1(a)(i) with respect to Properties owned or matters relating to Atlantic only to the extent that such Losses arise out of the Company's 50% ownership interest in Atlantic; and provided further, that the maximum amount for which Seller shall be liable in the aggregate under Section 9.1(a)(i) shall not exceed 25% of the Purchase Price (the "Seller Indemnification Cap"). (b) Notwithstanding the limitations set forth in Section 9.1(a) but subject to the limitations set forth in Section 11.2(c), Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against all Losses that the Buyer Indemnitees may incur, suffer or sustain to the extent arising from or related to: (i) any breach of the representations and warranties of Seller contained in Section 2.11 ("Environmental Matters"); (ii) any investigation, treatment, removal, containment, monitoring or other remediation or response actions taken in response to any third party or governmental inquiry, action, claim, lawsuit, proceeding or governmental mandated remediation (A) to reduce to acceptable levels risks from concentrations of Hazardous Materials present or released on, at or under, or which are migrating from, and otherwise to bring into compliance with the Environmental Laws, any present or former property of any Company Party or Atlantic not identified on Schedule 9.1(c)(iii) where coal tar was present or had been released prior to the Closing Date (the "Unknown Coal Tar Sites") or (B) to prevent or mitigate the presence or release of Hazardous Materials at, on or under any of the Unknown Coal Tar Sites; provided, however, that the Buyer Indemnitees shall be entitled to indemnification under this Section 10.01(a9.1(b)(ii) in respect of representations and warranties in this Agreement only when to the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, extent that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c)third-party or governmental inquiry, Section 3.16action, Section 3.24claim, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 iflawsuit, with respect to any misrepresentation, breach proceeding or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or governmental mandated remediation giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified partysuch Losses occurs, and notice thereof has been given to the Seller as provided in Section 11.1(a), on or before the fourth anniversary of the Closing Date; and (iii) any indemnitythird party or governmental inquiry, contribution action, claim, lawsuit, proceeding or other similar payment recoverable governmental mandated remediation relating to (A) compliance or noncompliance with any Environmental Laws, on or prior to the Closing Date, in connection with any of the properties of the Company Parties or Atlantic (a "Company Party or Atlantic Property"), or (B) the transportation, treatment, storage, handling or disposal of any Hazardous Materials by or on behalf of any Company Party or Atlantic, any predecessor to any Company Party or Atlantic, or any entities previously owned by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect Company Party or Atlantic at or to any breach of the representations set forth in Sections 3.09 and 3.11, off-site location (an "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share LossesOff-Site Location") and on or prior to the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculationClosing Date; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) Buyer Indemnitees shall be entitled to indemnification under this Section 10.01(b9.1(b)(iii) in respect of representations and warranties in this Agreement only when to the aggregate amount of all extent that the third-party or governmental inquiry, action, claim, lawsuit, proceeding or governmental mandated remediation giving rise to such Losses exceeds occurs, and notice thereof has been given to the Basket AmountSeller as provided in Section 11.1(a), on or before the second anniversary of the Closing Date and only to the extent that such Losses exceed $100,000, per property or location, for each such Company Party or Atlantic Property or Off-Site Location; provided further, that the Seller shall be obligated to indemnify the Buyer Indemnitees pursuant to clauses (i), (ii) and (iii) of this Section 9.1(b) with respect to Properties owned or matters relating to Atlantic only to the extent that such Losses arise out of the Company's 50% ownership interest in Atlantic; and provided further, that the maximum amount for which the Seller shall be liable, in the aggregate, under clauses (i), (ii) and (iii) of this Section 9.1(b) shall not exceed 25% of the Purchase Price (the "Seller Environmental Indemnification Cap"). (c) Notwithstanding the limitations in Section 9.1(a) and (b) but subject to the limitations set forth in Section 11.2(c), Seller agrees to indemnify and hold harmless the Buyer Indemnitees from and against all Losses that the Buyer Indemnitees may incur, suffer or sustain, at any time, to the extent arising from or related to: (i) any acts or omissions of Columbia Petroleum, its direct or indirect subsidiaries or affiliates, any predecessor entity and their respective successors and assigns, whether occurring prior to, on or after the Closing Date, relating to the business, assets, operations of Columbia Petroleum, or from the sale of Columbia Petroleum to any third party; (ii) any Litigation (whether or not material, but otherwise as defined in Section 2.10) either (A) set forth on Schedule 9.1(c)(ii) or (B) arising out of any act or omission of Atlantic or a Company Party (other than acts or omissions giving rise to Environmental Claims, which are governed by Section 9.1(b) or 9.1(c)(i) or (iii)), whether or not covered by insurance, including any Losses arising out of employment-related or job-related claims of former employees, contractors or agents of the Seller, any Company Party or Atlantic, provided that, in each such case, the injury or damage giving rise to such Loss occurred on or prior to the Closing Date; (iii) either (A) the investigation, treatment, removal, containment, monitoring or other remediation or response actions taken (I) to reduce to acceptable levels risks from concentrations of Hazardous Materials present or released on, at or under, on or prior to the Closing Date (or that may subsequently migrate from Hazardous Materials present or released on, at or under, on or prior to the Closing Date) and otherwise to bring into compliance with the 66 Environmental Laws, as of the Closing Date, any of the properties set forth on Schedule 9.1(c)(iii) (the "Seller Indemnified Properties"), or (II) to prevent or mitigate the presence or release of Hazardous Materials that were at, on or under any of the Seller Indemnified Properties on or prior to the Closing Date, or (B) any third party or governmental inquiry, action, claim, lawsuit, proceeding or governmentally mandated remediation relating to (I) compliance or noncompliance with any Environmental Laws, on or prior to the Closing Date, in connection with any of the Seller Indemnified Properties, or (II) the transportation, treatment, storage, handling or disposal of any Hazardous Materials, on or prior to the Closing Date, by or on behalf of any Company Party or Atlantic, any predecessor to any Company Party or Atlantic, or any entities previously owned by any Company Party or Atlantic at or to any Off-Site Location from any of the Seller Indemnified Properties transferred to the Seller or an affiliate of the Seller pursuant to Section 1.1(d) or (j); (iv) any matters for which Seller is responsible, or for which Seller has agreed to indemnify Buyer Parties, in each case VFL pursuant to Article VII and specifically Section 7.6; and (v) any liability arising out of the assets and liabilities of CPLP and the Company, respectively, that are to be distributed to the Seller or an affiliate of Seller pursuant to Sections 1.1(d) and 1.1(j), not including any Seller Indemnified Properties, for which the Seller's indemnification obligations are set forth in Section 9.1(c)(iii). (d) Subject to the limitations set forth in Section 11.2(c), Buyer Parties severally agree to indemnify and hold harmless Seller, its directors, officers, partners, employees, Affiliates agents and assignsaffiliates, and the successors and assigns of such entities and persons (collectively, the "Seller Indemnitees") shall be entitled from and against all Losses that the Seller Indemnitees may incur, suffer or sustain to indemnification for Losses only in excess the extent arising from or related to: (i) any breach of the Basket Amount. Purchaser representations and warranties of the Buyer Parties contained in this Agreement (other than the representations and warranties set forth in Section 10.2 (captioned "Representations, Warranties and Covenants of the Buyer Parties"), which are governed by Section 10.3); or (ii) any breach of any of the covenants, obligations and agreements of the Buyer Parties contained in this Agreement (other than the covenants set forth in Article X which are governed by Section 10.3); provided, however, that the Buyer Parties shall not have no any liability under clause (i) above unless the aggregate of all Losses for which the Buyer Parties would, but for this Section 10.01 ifproviso, be liable, exceeds on a cumulative basis an amount equal to 1% of the Purchase Price (the "Buyer Indemnification Basket"), and then only to the extent of any such excess; provided further, that the Buyer Parties shall not have any liability under clause (i) above for any individual breach where the Loss relating thereto is less than $50,000 and the Losses with respect to any misrepresentation such breaches shall not be aggregated for purposes of the first proviso to this Section 9.1(d) (the "Buyer Indemnification Threshold"); and provided further, breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, that the maximum amount for which Purchaser the Buyer Parties shall be liable in the aggregate under this Article X Section 9.1(d)(i) shall not exceed 25% of the Purchase Price (the "Buyer Indemnification Cap"). 52 (e) Notwithstanding the limitations in Section 9.1(d) but subject to the aggregate limitations set forth in Section 11.2(c), Buyer Parties agree to indemnify and hold harmless the Maximum Indemnification Obligation. Required payments by Seller Indemnitees from and against all Losses that the Seller Indemnitees may incur, suffer or sustain, at any indemnifying party time, to the extent arising from or related to any matters for which the Buyer Parties are responsible, or for which the Buyer Parties have agreed to indemnify the Seller pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, VII and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractsspecifically Section 7.6. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Seller agrees to indemnify, defend and hold harmless Purchaser and its Newco (and their respective directors, officers, employees, Affiliates Affiliates, successors and assigns permitted assigns) from and against all Losses (as hereinafter defined), based upon: (i)(A) any breach of or inaccuracy in the representations and warranties of Seller contained in Article III hereof (other than those contained in Sections 3.10(c) and 3.25(d) hereof) or in any Ancillary Agreement; or (B) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in this Agreement (other than those contained in Sections 5.28(a), (b) and (c)), any Ancillary Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of, or in connection with, this Agreement or any Ancillary Agreement, to the extent that the sum of Losses in connection with clauses (a)(i)(A) and (a)(i)(B) of this Section 10.01 and Losses (as defined in the First UNUM Agreement) in connection with the corresponding provisions of the First UNUM Agreement exceeds $1 million in the aggregate, and then only in the amount of such excess; (ii) any Asserted Liability arising out of any breach of or inaccuracy in the representations and warranties of Seller contained in Section 3.10(c) hereof or any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in Section 5.28(a), (b) or (c) hereof, if the sum of Losses in connection therewith and Losses (as defined in the First UNUM Agreement) in connection with any Asserted Liability arising out of any breach of or inaccuracy in the representations and warranties of First UNUM, or any breach, nonfulfillment or default by First UNUM contained in the corresponding provisions of the First UNUM Agreement exceeds $500,000 in the aggregate, in which case all such Losses shall be indemnified (there being no indemnification hereunder for Losses based on any breach of or inaccuracy in the representations and warranties of Seller contained in Section 3.10(c) hereof or any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in Section 5.28(a), (b) or (c) hereof except for Losses resulting from an Asserted Liability); (iii) any Extra Contractual Obligations; (iv) all liabilities or obligations arising out of or related to the Assigned and Assumed Contracts based on acts of Seller occurring prior to the Closing Date other than those liabilities or obligations reflected on the Final Balance Sheet and (v) any breach of or inaccuracy in the representations and warranties contained in Section 3.25(d) hereof. Solely for the purposes of this Section 10.01(a), the question whether any representation or warranty contained in Section 3.10(c) or 3.25(d) hereof has been breached shall be made without regard to matters previously disclosed to Purchaser, so that no such disclosure made prior to the date hereof, and no update to any such disclosure made on or prior to the Closing Date, shall be taken into account in determining whether any such breach has occurred. As used in this Article X, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expensescosts, penalties and reasonable outside expenses (including attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"fees), asserted againstinterest, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser taxes and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)penalties. (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL Seller (and its directors, officers, employees, Affiliates Affiliates, successors and permitted assigns) shall be entitled to indemnification under this Section 10.01(bfrom and against all Losses, based upon: (i)(A) any breach of or inaccuracy in respect of the representations and warranties of Purchaser contained in Article IV hereof or in any Ancillary Agreement; or (B) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess or any of the Basket Amount. covenants or agreements of Purchaser shall have no liability under or Newco contained in any Ancillary Agreement or in any certificate or document delivered by Purchaser or Newco pursuant to any of the provisions of, or in connection with, this Agreement or any Ancillary Agreement, to the extent that the sum of Losses in connection with clauses (b)(i)(A) and (b)(i)(B) of this Section 10.01 ifand Losses (as defined in the First UNUM Agreement) in connection with the corresponding provisions of the First UNUM Agreement exceeds $1 million in the aggregate, and then only in the amount of such excess; and (ii) the Insurance Liabilities and any claim (other than an Extra Contractual Obligation) of any Person other than Seller or its Affiliates with respect to or arising out of any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice Insurance Liability. (which may be in the form of an exhibit to the certificate contemplated by Section 7.01c) of such misrepresentation, breach or failure to perform. In any event, the maximum The aggregate amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X Section 10.01(b) shall be limited to $35 million less any amounts paid under the corresponding provision of the First UNUM Agreement. The aggregate amount for which Seller shall be liable under Sections 10.01(a)(i), (iii) and (iv) shall be $35 million less any amounts paid under the corresponding provisions of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: First UNUM Agreement. The aggregate amount for which Seller shall be liable under Section 10.01(a)(ii) shall be (i) any tax benefit $210 million with respect to any indemnified partyClaims Notices received by Seller from Purchaser during the period commencing on the Closing Date and ending on December 31, 1997, (ii) any insurance or reinsurance proceeds recoverable $140 million with respect to Claims Notices received by any indemnified partySeller from Purchaser during the period commencing on January 1, 1998 and ending on December 31, 1998, and (iii) any indemnity$70 million with respect to Claims Notices received by Seller from Purchaser during the period commencing on January 1, contribution or other similar payment recoverable by any indemnified party from any third party1999 and ending on December 31 of the sixth year following the calendar year in which the Closing Date falls less, in each case case, any amount paid under the corresponding provision of the First UNUM Agreement; PROVIDED, HOWEVER, that the aggregate amount for which Seller shall be liable under Section 10.01(a)(ii) during any period described in this Section 10.01(c) shall be reduced by any amounts paid or payable by Seller with respect to such Loss. The indemnified party shall use commercially reasonable efforts Claims Notices received by Seller during any prior period pursuant to collect all such insurance proceeds Section 10.01(a)(ii) and indemnityamounts paid or payable under the corresponding provision of the First UNUM Agreement; and, contribution and other similar payments. FurtherPROVIDED FURTHER, that in no event shall there be included in the calculation liability of any indemnified Loss Seller with respect to Section 10.01(a)(ii) exceed $210 million less any amount in respect paid under the corresponding provision of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance ContractsFirst UNUM Agreement. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Seller agrees to indemnify, defend indemnify and hold harmless Purchaser and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates and assigns from and against all claims, losses, liabilities, damagesclaims, deficiencies, costs or expenses, penalties and expenses (including reasonable outside attorneys' fees and disbursements expenses) and damages (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon ) to the extent arising from or incurred by them, directly or indirectly, by reason of or arising out of or in connection with related to (i) any misrepresentation, breach of or failure to perform the representations and warranties of Seller contained in this Agreement, (ii) any representation, warranty, covenant, undertaking or agreement breach of VFL any of the covenants and agreements of Seller contained in this Agreement or any Extra Contractual Obligations arising from actsAncillary Agreement which survive the Closing or (iii) the Excluded Liabilities and all other liabilities, errors obligations or omissions indemnities incurred, assumed or retained by VFL Seller under the terms of this Agreement or any of its officers, employees, agents or representatives Ancillary Agreement (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaserthe Administrative Services Agreement); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) . Seller shall not be entitled required to indemnification under make any payments pursuant to this Section 10.01(a10.01(a)(i) in respect of representations unless and warranties in this Agreement only when until the aggregate amount of all such Losses exceeds five hundred thousand dollars (claims pursuant to Section 10.01(a)(i) shall exceed $500,000.00) 250,000 (the "Basket Threshold Amount"), in after which case Purchaser (and its directors, officers, employees, Affiliates and assigns) Seller shall be entitled responsible for the entire amount of such claims going back to indemnification for Losses only in excess of the Basket first dollar, without regard to the Threshold Amount; provided further. Notwithstanding anything contained herein to the contrary, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 Threshold Amount shall not be subject applicable to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount claims for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth warranties contained in Section 3.243.01, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees 3.02 and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution 3.15 and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are claims for indemnification attributable to any active, willful or reckless fraudulent misrepresentation, bad faith or willful misconduct by Seller. Except as set forth above, the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL Threshold Amount shall not be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right applicable to indemnification for the failure to fulfill any breach of Section 3.16 as a result of the failure, prior covenant or agreement contained herein or in any agreement or other document delivered pursuant to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)terms hereof. (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend indemnify and hold harmless VFL Seller and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates and assigns from and against all Losses, asserted against, imposed upon Losses to the extent arising from or incurred by them, directly or indirectly, by reason of or arising out of or in connection with related to (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of Purchaser contained in this Agreement, (ii) any breach of any of the covenants and agreements of Purchaser contained in this Agreement or any Extra Contractual Obligations arising from acts, errors Ancillary Agreement which survive the Closing or omissions by (iii) the Assumed Liabilities. Purchaser or shall not be required to make any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled payments pursuant to indemnification under this Section 10.01(b) in respect of representations ), unless and warranties in this Agreement only when until the aggregate amount of all such Losses exceeds claims pursuant to Section 10.01(b) shall exceed the Basket Threshold Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for after which Purchaser shall be liable under this Article X responsible for the entire amount of such claims going back to the first dollar, without regard to the Threshold Amount. Notwithstanding anything contained herein to the contrary, the Threshold Amount shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant be applicable to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, claims for breach of the representations and warranties contained in Sections 4.01 and 4.02 and (ii) claims for indemnification attributable to any insurance active, willful or reinsurance proceeds recoverable reckless fraudulent misrepresentation, bad faith or willful misconduct by Purchaser. Except as set forth above, the Threshold Amount shall not be applicable to indemnification for the failure to fulfill any indemnified party, and (iii) covenant or agreement contained herein or in any indemnity, contribution agreement or other similar payment recoverable by any indemnified party from any third party, in each case with respect document delivered pursuant to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractsterms hereof. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Section 10.2.1 Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees if a Closing occurs, Seller agree to jointly and severally indemnify, defend and hold harmless Purchaser Buyer and its directors, officers, employees, Affiliates affiliates, successors, permitted assigns, agents and assigns representatives (collectively, the “Buyer Indemnitee”), from and against all claims, losses, liabilities, damages, deficiencies, costs Losses resulting from: Section 10.2.1.1 any inaccuracy in or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties in Article IV; Section 10.2.1.2 any breach of any of the parties as provided covenants and agreements of Seller contained in Article IX this Agreement, Section 10.2.1.3 any cost and expense incurred by the Buyer or the Company with respect to the dissolution or liquidation of ASC Philippines; and Section 10.2.1.4 any proceedings, demands or assessment incidental to any of the matters set forth in Sections 10.2.1.1 or 10.2.1.2 above. For purposes of this Section 10.2.1, any inaccuracy in, or breach of any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by Seller, and the amount of any Losses associated therewith, will be determined without regard to any materiality, material adverse effect or similar qualification. Section 10.2.2 Subject to the limitations set forth in this Article X, Purchaser if the Closing occurs, Buyer agrees to indemnify, defend and hold harmless VFL Seller and its stockholders, directors, officers, employees, Affiliates affiliates, heirs, successors, permitted assigns, agents and assigns representatives (collectively, the “Seller Indemnitee”), from and against all Losses, asserted against, imposed upon Losses resulting from: Section 10.2.2.1 any inaccuracy in or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of the representations and warranties contained in Article V; Section 10.2.2.2 any breach of any of the covenants and agreements of Buyer contained in this Agreement only when the aggregate amount of all such Losses exceeds the Basket AmountAgreement; and Section 10.2.2.3 any proceedings, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled demands or assessment incidental to indemnification for Losses only in excess any of the Basket Amountmatters set forth in Sections 10.2.2.1 or 10.2.2.2 above. Purchaser shall have no liability under For purposes of this Section 10.01 if10.2.2, with respect to any misrepresentation inaccuracy in, or breach of any representation or failure to performwarranty, following the date or nonfulfillment, nonperformance or other breach of this Agreement any covenant or agreement by Buyer, and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit Losses associated with the breach or occurrence constituting or giving rise to the Losstherewith, including but not limited to: (i) any tax benefit will be determined without regard to any indemnified partymateriality, (ii) any insurance material adverse effect or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractsqualification. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations limitations on survival set forth in Section 16.05 and warranties of the parties as provided in Article IX and to the limitations set forth in this Article XXVII, VFL and notwithstanding any delegation of its obligations under this Agreement under Section 10.01(a), from and after the Closing Date, the Ceding Company agrees to indemnify, defend and hold harmless Purchaser the Reinsurer and its directors, officers, employees, Affiliates Affiliates, successors and permitted assigns (collectively, the “Reinsurer Indemnified Parties”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), Losses asserted against, imposed upon or incurred by them, directly any Reinsurer Indemnified Party to the extent arising from (i) any inaccuracy in or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of the representations and warranties made by the Ceding Company contained in Section 16.01 hereof, (ii) any breach, nonfulfillment or failure to perform default in the performance of any representation, warranty, covenant, undertaking or agreement of VFL the covenants and agreements of the Ceding Company contained in this Agreement or any Extra and (iii) Extra-Contractual Obligations arising Obligations. (b) Subject to the limitations on survival set forth in Section 16.05 and to the limitations set forth in this Article XVII, from actsand after the Closing Date, errors or omissions by VFL or any of its officersthe Reinsurer agrees to indemnify, employees, agents or representatives (other than Purchaser defend and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (hold harmless the Ceding Company and its directors, officers, employees, Affiliates Affiliates, successors and assignspermitted assigns (collectively, the “Ceding Company Indemnified Parties”) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, Losses asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure Ceding Company Indemnified Party to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations the extent arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified partyinaccuracy in or breach of the representations and warranties made by the Reinsurer in Section 16.03 hereof, (ii) any insurance breach, nonfulfillment or reinsurance proceeds recoverable by default in the performance of any indemnified party, of the covenants and agreements of the Reinsurer contained in this Agreement and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance ContractsReinsurer Extra-Contractual Obligations. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) a. Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees if the Closing occurs, the LLC Seller agrees, and the Trust Sellers agree to cause each Trust, jointly and severally, to indemnify, defend and hold harmless the Purchaser and its directors, officers, employees, Affiliates Affiliates, successors, permitted assigns, agents and assigns representatives (collectively, the “Purchaser Indemnitees”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited toresulting from: (i) any tax benefit to breach of any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth and warranties contained in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts Article IV (other than the Insurance Contracts. With respect to any breach of the representations set forth and warranties in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses"Sections 4.9(k) and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation4.17; provided, however, that in no event will VFL determining whether and the extent to which the Purchaser Indemnitees are entitled to indemnification, all references in any representation or warranty to materiality, Material Adverse Effect, substantial compliance or dollar threshold shall be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participationignored and, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in that Sections 4.9(k) and 4.17 are only subject to the case indemnification provisions of terminations effected under clauses Sections 9.4 and 9.5; and (ii) or (iii) any breach of any of the covenants and agreements of Sellers contained in this sentenceAgreement; provided, VFL however, that no Shareholder shall be liable for Annual Revenue Share any Losses that result from terminations that constitute arising out of a breach of the representation made and warranty contained in Section 4.1 relating to the last sentence Shares of another Shareholder. The indemnification obligations of the Shareholders for Losses pursuant to clauses (a)(i) and (a)(ii) of this Section 3.24. Purchaser's right 10.2 shall be payable by the Shareholders solely out of the Escrow Amount pursuant to the Escrow Agreement, which shall be the sole and exclusive source of payment for any such indemnification obligation, except for any Loss resulting from the breach of a representation or warranty set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 which, after the entire Escrow Amount has been disbursed pursuant to the Escrow Agreement, shall also entitle a Purchaser Indemnitee to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties Remainco as provided in Article IX and Section 10.6 hereof. b. Subject to the limitations set forth in this Article X, if the Closing occurs, Sellers shall cause Remainco to enter into a joinder agreement at the Closing pursuant to which Remainco shall agree to become a party to this Agreement solely to indemnify, defend and hold harmless the Purchaser Indemnitees as provided in Section 10.6 from and against all Losses resulting from (i) any Excluded Assets or Excluded Liabilities (other than Taxes for Pre-Closing Tax Periods that constitute Excluded Liabilities, which Taxes are the subject of Sections 9.4 and 9.5) and (ii) any Indebtedness, to the extent not taken into account in calculating the Net Working Capital pursuant to Section 7.7. c. Subject to the limitations set forth in this Article X, and except as otherwise provide in Sections 9.4 and 9.5 with respect to Taxes, if the Closing occurs, the Purchaser agrees to indemnify, defend and hold harmless VFL each Seller, the Trusts and its their Affiliates as well as their respective directors, officers, employees, Affiliates successors, permitted assigns, agents and assigns representatives (collectively, the “Seller Indemnitees”), from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with Losses resulting from: (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representativesthe representations and warranties contained in Article V; provided, however, that VFL (in determining whether and its directorsthe extent to which the Seller Indemnitees are entitled to indemnification, officersall references in any representation or warranty to materiality, employeesmaterial adverse effect, Affiliates and assigns) substantial compliance or dollar threshold shall be entitled to indemnification under this Section 10.01(bignored; (ii) in respect any breach of representations any of the covenants and warranties agreements of the Purchaser contained in this Agreement only when Agreement; and (iii) the operations of New Asworth or the Acquired Companies after the Closing Date. d. Except with respect to breaches of Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.9(k), and 4.17, the aggregate amount for which the Shareholders shall be liable under Section 10.2(a)(i) shall in no event exceed the Escrow Amount. Except with respect to breaches of all Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.9(k) and 4.17, the Shareholders shall be required to indemnify the Purchaser Indemnitees pursuant to Section 10.2(a)(i) only if the aggregate Losses incurred by the Purchaser Indemnitees in connection with such Losses subsection exceeds $15,000,000 (the Basket Amount“Threshold”), in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum Purchaser Indemnitees shall be indemnified to the full extent of their Losses. For the avoidance of doubt, none of the restrictions set forth in this Section 10.2 shall apply to the indemnification obligations of Seller set forth in Section 10.2(b)(ii). In calculating the amount of Losses of the Purchaser Indemnitees, all Losses which individually total less than $50,000 shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Threshold), and the Purchaser Indemnitees shall not have any recourse against the Shareholders for such Losses. e. The aggregate amount for which the Purchaser shall be liable under Section 10.2(c)(i) hereof shall in no event exceed $150,000,000. The Purchaser shall be required to indemnify the Seller Indemnitees pursuant to Section 10.2(c)(i) hereof only if the aggregate Losses incurred by the Seller Indemnitees in connection with such subsection exceeds the Threshold, in which event, the Seller Indemnitees shall be indemnified to the full extent of their Losses. In calculating the amount of Losses of the Seller Indemnitees, all Losses which individually total less than $50,000 shall be excluded in their entirety (and such items shall not be aggregated for purposes of the prior sentence), and the Seller Indemnitees shall not have any recourse against the Purchaser for such Losses. f. Notwithstanding anything herein to the contrary, no Person shall, in any event, be liable under Sections 9.4 or 9.5 or this Article X to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof. g. The Shareholders and Remainco shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to have no Liability under Sections 9.4 or 9.5 or this Article X to the Purchaser Indemnitees in respect of any Losses to the extent that: i. provision or reserve in respect of any Liability or other matter giving rise to the Loss (or any part thereof) was made in the Audited Financial Statements or the Unaudited Financial Statements; ii. the Loss (or any part thereof) would not have arisen but for an act, omission or transaction on the part of or carried out by the Purchaser or any Affiliate of the Purchaser (including New Asworth and the Acquired Companies after the Closing); iii. the Loss in question arises, or is increased, as a result of a change after the Closing in any accounting policy, any Tax reporting practice or the length of any accounting period for Tax purposes of New Asworth or the Acquired Companies; or iv. the Loss (or any part thereof) in question arises from or relates to (a) any product Liability arising from the research, development, manufacture, sale, advertising, distribution, consuming, marketing or use of smokeless tobacco products or (b) the MSA. h. The amount of any Losses under Sections 9.4 or 9.5 or this Article X sustained by a Purchaser Indemnitee or a Seller Indemnitee shall be limited reduced by any amount received by such Purchaser Indemnitee or Seller Indemnitee with respect thereto under any insurance coverage or from any other Party alleged to be responsible therefor, and by the amount of any Loss that remains after deducting therefrom any Tax benefit associated actually realized with the breach or occurrence constituting or giving rise respect to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party Purchaser Indemnitees and the Seller Indemnitees shall use commercially reasonable efforts to collect all any amounts available under such insurance proceeds coverage and indemnityfrom such other Party alleged to have responsibility with respect to the Loss. If a Purchaser Indemnitee or Seller Indemnitee realizes a Tax benefit or receives an amount under insurance coverage or from such other Party with respect to Losses sustained at any time subsequent to any indemnification payment pursuant to Sections 9.4 or 9.5 or this Article X, contribution then such Purchaser Indemnitee or Seller Indemnitee shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount realized or received by the Purchaser Indemnitee or Seller Indemnitee, as applicable. i. Upon making any indemnification payment under Sections 9.4 or 9.5 or this Article X, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality of any other similar paymentsprovision hereof, each such Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. j. Neither Sellers or Remainco, on the one hand, nor the Purchaser, on the other hand, shall have any right to set off any Losses under Sections 9.4 or 9.5 or this Article X against any payments to be made by such Party or Parties pursuant to this Agreement or any other agreement among the Parties. k. Notwithstanding anything to the contrary in this Agreement, Sellers’ indemnification obligation under Article X in respect of Remedial Action is subject to the provisions of this Section 10.2(k). Sellers shall be responsible for the cost of Remedial Action only to the extent necessary to reasonably comply with the remediation or compliance standard consistent with the industrial/commercial use of the property as intended to be used as of the Closing Date, which standard will be reasonable if acceptable to the applicable Governmental Authorities. Sellers shall not be responsible for those costs incurred in connection with a Remedial Action to the extent such costs arise from or are exacerbated by actions of Purchaser after the Closing Date. Further, Sellers shall not be responsible for costs incurred in connection with a Remedial Action unless such Remedial Action is (i) required by a Governmental Authority acting pursuant to Environmental and Safety Requirements; (ii) required to respond to a judgment or an order in a third party claim or action; (iii) required to respond to a condition discovered in connection with the normal day-to-day operation of a facility or a facility expansion or demolition actually implemented by Purchaser where such Remedial Action is necessary to permit such operation, expansion or demolition; or (iv) required to respond to a condition which presents a substantial endangerment to human health; provided that Sellers shall have no event shall there be included Liability or responsibility for any of the matters described in the calculation immediately preceding clauses (i) through (iv) to the extent that such matter arises from product Liability due to the research, development, manufacture, sale, advertising, distribution, consuming, marketing or use of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractssmokeless tobacco products. l. The provisions of this Section 10.2 are (ci) The same set intended to be for the benefit of, and shall be enforceable by each of facts the Purchaser Indemnitees or Seller Indemnitees, as applicable, and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation each such Person’s heirs, representatives, successors or warranty and from an Extra Contractual Obligation. The fact assigns, it being expressly agreed that such a claim for indemnification may Persons shall be barred by the survival provisions third party beneficiaries of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual ObligationSection 10.2.

Obligation to Indemnify. (a) Subject Except with respect to Tax Losses (which will be governed exclusively by the provisions set forth in Article VI) and as otherwise provided in Sections 11.01(b) and 11.01(c) and subject to the expiration of the representations and warranties of the parties as provided in Article IX X and the limitations set forth in this Article XXI, VFL agrees the Sellers agree to indemnify, defend and hold harmless Purchaser Parent and its Buyer and their respective directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Losses," ” and individually a "“Loss"”), asserted against, imposed upon or incurred by them, Parent or Buyer directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, inaccuracy in, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL the Sellers in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)Agreement; provided, however, that Purchaser Parent and Buyer (and its their respective directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a11.01(a) in respect for breach of representations and warranties made by the Sellers in this Agreement Article III hereof only when the aggregate amount of all such Losses arising therefrom exceeds five hundred thousand dollars ($500,000.00) 2 million (the "“Basket Amount"”), in which case Purchaser Parent and Buyer (and its their respective directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for such Losses only in excess of the Basket Amount. In any event, no individual Loss not in excess of $5,000 shall be indemnifiable under this Section 11.01(a) or considered in determining the amounts for which indemnity would otherwise be provided under this Section 11.01(a), except that in applying the $5,000 threshold, any and all Losses arising out of a related set of facts or circumstances shall be treated as an individual Loss. (b) The Sellers agree to indemnify, defend and hold harmless Parent and Buyer and their respective directors, officers, employees, Affiliates and assigns from and against all Losses asserted against, imposed upon or incurred by Parent or Buyer directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, inaccuracy in or breach of the representations and warranties contained in Section 3.04 relating to the ownership and title of the Shares and the outstanding shares of capital stock of each of the Subsidiaries. In connection with indemnification under this Section 11.01(b), such indemnification may be sought at any time and without any limitation as to minimum or maximum amounts for which indemnification may be sought; provided, however, that in the event indemnification is sought under this Section 11.01(b) and neither Winterthur nor any of its Affiliates is or becomes a party to the underlying proceedings, then such indemnification may not be sought unless the Claims Notice is delivered no later than the ten (10) year anniversary of the Closing Date. (c) The Sellers agree to indemnify, defend and hold harmless the Insurance Companies from and against all Losses, including, without limitation, allocated loss adjusted expenses and punitive or exemplary damages, arising from or related to policies, contracts and binders of insurance and reinsurance and renewals or modifications thereof and all endorsements or riders thereto: (i) written prior to January 1, 1988 by one or more of the Insurance Companies on behalf of any insurance company, including its or their subsidiary, affiliate or parent companies which constitute a portion of the insurance business of the Insurance Companies and certain of their former subsidiary, affiliate or parent companies, referred to by the Sellers and the Insurance Companies as the “reinsurance runoff policies” which policies were reinsured by Republic Insurance Company prior to January 1, 1996 or administered by the reinsurance run-off operations of Republic Insurance Company (the “Run-off Policies”); or (ii) written by one or more of the Insurance Companies by or for the account of the international operations of Winterthur and referred to by the Sellers and the Insurance Companies as the “international policies”, including, for the avoidance of doubt, the business ceded or transferred to XL Insurance Ltd. or any affiliate thereof (the “International Policies”). In connection with indemnification under this Section 11.01(c), such indemnification may not be sought unless the Claims Notice is delivered no later than the four (4) year anniversary of the Closing Date. Any indemnity amounts due under this Section 11.01(c) shall be determined after making deductions for all salvage, subrogation, reinsurance collected and any other applicable funds held, trust funds, claims against insolvent estates, letters of credit or other applicable security as and when such deductions are converted to cash by the Insurance Companies. (d) Except with respect to Tax Losses (which will be governed exclusively by the provisions set forth in Article VI), and subject to the expiration of the representations and warranties of the parties as provided furtherin Article X, Parent and Buyer agree to indemnify, defend and hold harmless the Sellers and their directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by the Sellers, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, inaccuracy in, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Parent or Buyer in this Agreement, (ii) the conduct of the business of the Subject Companies from and after the Closing and (iii) all obligations with respect to Subject Company Employees attributable to the period after the Closing; provided, however, that the Purchaser's entitlement Sellers (and their directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 11.01(d) for breach of representations and warranties made by Parent or Buyer in Article IV hereof only when the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, in which case the Sellers (and their directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for claims arising under the fourth sentence such Losses only in excess of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifIn any event, with respect to any misrepresentation, breach or failure to perform, following (a) the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Parent and Buyer, collectively, shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, 11.01(d) shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation", and (b) no individual loss not in excess of $5,000 shall be indemnifiable under this Section 11.01(d) or considered in determining the amounts for which indemnity would otherwise be provided under this Section 11.01(d), except that in applying the $5,000 threshold, any and all Losses arising out of a related set of facts or circumstances shall be treated as an individual Loss. (e) The Sellers shall have the right, at any time and from time to time prior to the Closing, to supplement or amend the Schedules hereto relating to Article III of this Agreement with respect to any matter required to be set forth or described in any such Schedule that was not known to the Sellers on or prior to the date hereof; provided, however, that Buyer shall have no obligation to accept any such modifications or amendments. Upon the occurrence of the Closing, any such supplemental or amended disclosure that is accepted by Buyer in writing shall be deemed to have been disclosed as of the date of this Agreement. (f) Required payments by any indemnifying party pursuant to this Article X Section 11.01 shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, party and (iiiii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party Loss (and such deductions shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth also be made in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as valuing a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses purpose of determining the amounts for any twelve month period which indemnity would otherwise be provided under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any11.01). (bg) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser the Sellers, taken together, shall be liable under this Article X Sections 11.01(a) and 11.01(c) and, only to the extent the proviso contained in Section 11.01(b) is applicable, 11.01(b) shall not exceed in the aggregate the Purchase Price (“Maximum Indemnification Obligation”). Required payments by For the avoidance of doubt, any indemnification under Section 11.01(b) to which the proviso contained therein does not apply shall not be subject to the Maximum Indemnification Obligation nor shall any such indemnification be counted against the Maximum Indemnification Obligation. (h) If any indemnified party recognizes a Tax Benefit as a result of any Loss, the indemnifying party pursuant to this Article X shall be limited entitled to such Tax Benefit and the indemnified party shall pay to the indemnifying party the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including such Tax Benefit (but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance in excess of the indemnification payment or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified payments actually received from the indemnifying party from any third party, in each case with respect to such Loss. The ) at such time or times as and to the extent that the indemnified party actually realizes such Tax Benefit through a refund of Tax or reduction in the actual amount of Taxes which the indemnified party would otherwise have had to pay if such payment for Loss had not been made, calculated by computing the amount of Taxes before and after inclusion of any Tax items attributable to such Loss for which indemnification was made and treating such Tax items as the last items claimed for any taxable year; provided, however, that any such Tax Benefit shall use commercially reasonable efforts be reduced by the amount of Tax detriment (including the tax effect of any item of income or gain or other item, including any decrease in Tax basis, which increases any amounts paid with respect to collect all Taxes, any reduction in the amount of any refund of Tax which would otherwise have been available, the utilization of any net operating loss or capital loss or the utilization of any Tax credits or other Tax attributes) the indemnified party suffered as a result of any Loss; and, provided further, that the amount of any such insurance proceeds Tax detriment shall be taken into account (but not in excess of any such Tax Benefit) at such time or times as and indemnity, contribution and other similar payments. Furtherto the extent that the indemnified party actually suffers such Tax detriment through an actual payment of Tax or reduction in the amount received as a Tax refund, in no event shall there be included all events computed on the same basis as the Tax Benefit. If any adjustments are made to any Tax Return relating to the indemnified party for any taxable period as a result of or in settlement of any Tax Claim or as the result of the filing of an amended Tax Return to reflect the consequences of any determination made in connection with any such Tax Claim and if such adjustment results in any change in the calculation amount of any Tax Benefit or Tax detriment to the indemnified Loss any amount party, appropriate payments will be made between the indemnifying party and the indemnified party in respect of potential revenues, fees or other benefits incident accordance with the previous sentence to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contractsproperly reflect such adjustment amount. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided limitations on survival set forth in Article ARTICLE IX and to the limitations set forth in this Article ARTICLE X, VFL Seller agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates (including the Transferred Companies), successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), Losses asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject Indemnified Party to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims extent arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: from: (i) any tax benefit breach of or inaccuracy in the representations and warranties made by Seller contained in ARTICLE III hereof or in any certificate or instrument delivered by or on behalf of Seller pursuant to any indemnified party, this Agreement; or (ii) any insurance breach, nonfulfillment or reinsurance proceeds recoverable by default in the performance of any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth covenants, agreements or obligations of Seller contained in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided limitations on survival set forth in Article ARTICLE IX and to the limitations set forth in this Article ARTICLE X, Purchaser agrees to indemnify, defend and hold harmless VFL Seller and its respective directors, officers, employees, Affiliates Affiliates, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses, Losses asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit Seller Indemnified Party to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: extent arising from: (i) any tax benefit breach of or inaccuracy in the representations and warranties made by Purchaser contained in ARTICLE IV or in any certificate or instrument delivered by or on behalf of Purchaser pursuant to any indemnified party, this Agreement; (ii) any insurance breach, nonfulfillment or reinsurance proceeds recoverable by default in the performance of any indemnified partyof the covenants, and agreements or obligations of Purchaser or AFG contained in this Agreement; or (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party the ownership and operation of the Business from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in after the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance ContractsClosing. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations representations, warranties, covenants, undertakings and warranties agreements of the parties as provided in Article IX and the limitations set forth in this Article X, VFL UICI agrees to indemnify, defend and hold harmless Purchaser Buyer, HCS and its their respective directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by themBuyer, HCS and their respective directors, officers, employees, Affiliates and assigns, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, misrepresentations or breach of any representation or warranty or the failure to perform any representationpre-Closing covenant or undertaking of any of Seller, warrantySCS, RFC and UICI in this Agreement or any Related Agreement or any schedule, exhibit, instrument or other document delivered or executed by any such party hereunder or thereunder, (ii) the failure to perform any post-Closing covenant, undertaking or agreement of VFL any of Seller, SCS, RFC and UICI in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL Related Agreement or any of its officersschedule, employeesexhibit, agents or representatives (other than Purchaser and administrators, contractors instrument or other representatives document delivered or agents selected executed by Purchaser); providedany such party hereunder or thereunder, howeveror (iii) any alleged, that Purchaser contingent or absolute debt, claim, obligation or other liability or any other Losses (and its directors, officers, employees, Affiliates and assignsx) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject relating to the Basket Amount. VFL shall have no liability under this Section 10.01 ifExcluded Obligations and, to the extent arising prior to the Closing Date and except for Assumed Obligations, any alleged, contingent or absolute debt, claim, obligation or other liability, or any other losses relating to the UCS Business, the Transferred Assets, the Transferred Contracts or the Transferred Accounts and (y) arising (including any incremental cost incurred with respect to any misrepresentationcourt ordered, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference otherwise mutually agreed between the amount parties, mass reissuance of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses"credit cards) and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification on or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.the

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X7, VFL from and after the Closing Date, each Seller (other than PNAC, PRV and PRPL) agrees to indemnify, defend and hold harmless Purchaser Parent and its Purchasers (and their respective directors, officers, employees, Affiliates Affiliates, successors and assigns permitted assigns) (collectively, the "Purchaser Indemnitees") from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited tobased upon: (i) any tax benefit breach of or inaccuracy in the representations and warranties contained in Article 2 or in any certificate delivered by any Seller to any indemnified party, Purchasers pursuant to this Agreement on or after the date of execution of this Agreement; (ii) any insurance breach, nonfulfillment or reinsurance proceeds recoverable by default in the performance of any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth covenants and agreements of Provident or any Seller contained in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts this Agreement or in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Ancillary Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Retained Liabilities. (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X7, Purchaser agrees from and after the Closing Date, Purchasers agree to indemnify, defend and hold harmless VFL Provident and its each Seller (and their respective directors, officers, employees, Affiliates Affiliates, successors and assigns permitted assigns) (collectively, the "Seller Indemnitees") from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited tobased upon: (i) any tax benefit breach of or inaccuracy in the representations and warranties of Parent and Purchasers contained in Article 3 or in any certificate delivered by any Purchaser to any indemnified party, Provident or Sellers pursuant to this Agreement on or after the date of execution of this Agreement; (ii) any insurance breach, nonfulfillment or reinsurance proceeds recoverable by default in the performance of any indemnified party, of the covenants and agreements of Parent or Purchasers contained in this Agreement or in any Ancillary Agreement; or (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance ContractsAssumed Liabilities. (c) For the avoidance of doubt, the Purchaser Indemnitees shall not be entitled to the benefit of the indemnity in Section 7.2(a) in respect of any amounts which are taken into account in calculating the amounts to be paid pursuant to Section 1.5(c). (d) The same set of facts aggregate amount for which the Sellers shall be liable under Section 7.2(a)(i) and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation(ii) shall be $20,000,000. The fact aggregate amount for which Purchasers shall be liable under Section 7.2(b)(i) and (ii) shall be $20,000,000. Except as set forth in the following sentence, the Sellers shall be required to indemnify the Purchaser Indemnitees pursuant to Section 7.2(a)(i) and (ii) only to the extent that such a claim for indemnification may be barred the sum of Losses incurred by the survival provisions Purchaser Indemnitees in connection with such clauses exceeds $300,000 in the aggregate (the "Deductible"), and then only for the amount of Article IX as arising such excess. Notwithstanding the foregoing, no Loss resulting from a representation or warrantybreach by any Seller of the covenant set forth in Section 4.16 shall be subject to the Deductible. Purchasers shall be required to indemnify the Seller Indemnitees pursuant to Section 7.2(b)(i) and (ii) only to the extent that the sum of Losses incurred by the Seller Indemnitees in connection with such clauses exceeds the Deductible, shall not bar VFL or Purchaser from bringing and then only for the amount of such a claim under this Article X as arising from an Extra Contractual Obligationexcess.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVII, VFL agrees Sellers jointly and severally agree to indemnify, defend indemnify and hold harmless Purchaser Buyer, its Affiliates (including, post-Closing, the Companies), and its their respective directors, officers, employeesshareholders, Affiliates partners, members and employees and their heirs, successors and permitted assigns from (collectively, “Buyer Indemnified Parties”) from, against and against all claimsin respect of any damages, losses, charges, liabilities, damagespayments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, costs or expensesand expenses (including, penalties without limitation, reasonable attorneys' fees, and reasonable outside attorneys' fees and disbursements out of pocket disbursements) (collectively“Losses”) imposed on, "Losses," and individually a "Loss")sustained, asserted against, imposed upon or incurred or suffered by themany of the Buyer Indemnified Parties, whether in respect of Third Party Claims, claims between Sellers, on the one hand, and Buyer, on the other hand, or otherwise, directly or indirectlyindirectly resulting from, by reason of in connection with or arising out of (i) the inaccuracy or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of VFL Sellers contained in this Agreement or in any Extra Contractual Obligations arising from acts, errors certificate delivered by or omissions on behalf of either Seller at the Closing; (ii) any breach or failure by VFL or either Seller to perform any of its officerscovenants or obligations contained in this Agreement; (iii) any Taxes for which either Sellers is responsible in accordance with Article VIII; and/or (iv) liabilities and obligations of the nature and type specified in Section 4.8 and Section 4.9. (b) The rights of the Buyer Indemnified Parties to indemnification under Section 7.1(a) shall be subject to the following: (i) If the amount of any Loss suffered or incurred by a Buyer Indemnified Party, employeesat any time subsequent to the making of an indemnity payment in respect thereof, agents is reduced by recovery, settlement or representatives (otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other than Purchaser and administratorsPerson, contractors the amount of such reduction, less any costs, expenses or other representatives or agents selected premiums incurred in connection therewith, will promptly be repaid by Purchaser)the Buyer Indemnified Party to the Seller that has made any such indemnity payment. Upon making any indemnity payment, each Seller will, to the extent of such indemnity payment made by it, be subrogated to all rights of the Buyer Indemnified Party against any third party in respect of the indemnifiable Loss to which the indemnity payment relates; provided, however, that Purchaser until the Buyer Indemnified Party recovers full payment of its indemnifiable Loss, any and all claims of Sellers against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Buyer Indemnified Party's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Buyer Indemnified Party and each Seller will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in this Section 7.1(b)(i) shall be construed to require any Buyer Indemnified Party to obtain insurance coverage in excess of what is in place, if any, as of the date of this Agreement, or maintain any existing insurance coverage past the Closing, provided, however that Buyer Indemnified Parties shall use reasonable efforts, at the expense of the Indemnifying Party, to pursue insurance recovery to the extent any Losses would reasonably be expected to be covered by such insurance. (and its directorsii) Except as set forth in Section 7.1(b)(iv), officers, employees, Affiliates and assigns) the Buyer Indemnified Parties shall be entitled to indemnification under this Section 10.01(a7.1(a)(i) in respect of representations and warranties in this Agreement only when to the extent that the aggregate amount of all such Losses exceeds exceed on a cumulative basis one hundred and seventy five hundred thousand dollars ($500,000.00175,000) (the "Basket Amount"“Indemnification Basket”), after which point Sellers will be obligated, jointly and severally, to indemnify Buyer Indemnified Parties from and against all such Losses relating back to the first dollar. (iii) Except as set forth in Section 7.1(b)(iv), the maximum amount for which case Purchaser (Sellers shall be jointly and its directors, officers, employees, Affiliates and assignsseverally liable in the aggregate under Section 7.1(a)(i) shall be entitled to indemnification for Losses only in excess not exceed twenty percent (20%) of the Basket Amount; provided further, that Purchase Price (the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c“Indemnification Cap”). (iv) Notwithstanding Sections 7.1(b)(ii) and 7.1(b)(iii), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 Losses in connection with or arising out of any breaches or inaccuracies of any representations or warranties of Sellers set forth in the following Sections shall not be subject to the Indemnification Basket Amount. VFL shall have no liability under or the Indemnification Cap: Section 3.1(a) (Organization, Standing and Corporate Power); Section 3.1(b) (Capital Structure); Section 3.1(c) (Non-Contravention; Consents); Section 3.1(f) (Rights to Company Shares); Section 3.1(g) (Employees; Labor Matters); Section 3.1(h) (Benefit Plans); Section 3.1(j) (Taxes); Section 3.1(k)(ii) (Compliance with Applicable Law); and Section 3.1(o) (Brokers). (c) Buyer agrees to indemnify and hold harmless Sellers, their Affiliates (excluding, following the Closing, the Companies), and their respective directors, officers, shareholders, partners, members and employees and their heirs, successors and permitted assigns (collectively, “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, or incurred or suffered by any of the Seller Indemnified Parties, whether in respect of Third Party Claims, claims between the Sellers, on the one hand, and Buyer, on the other hand, or otherwise, directly or indirectly resulting from, in connection with or arising out of (i) the inaccuracy or any breach of the representations and warranties of Buyer contained in this Section 10.01 if, with respect to Agreement or in any misrepresentation, certificate delivered by or on behalf of Buyer at the Closing; and/or (ii) any breach or failure by Buyer to perform, following the date perform any of its covenants or obligations contained in this Agreement and or in any certificate delivered by or on behalf of Buyer at or prior to the Closing: . (id) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to If the amount of any Loss that remains after deducting therefrom suffered or incurred by a Seller Indemnified Party, at any benefit associated with the breach or occurrence constituting or giving rise time subsequent to the Lossmaking of an indemnity payment in respect thereof, including but not limited to: (i) any tax benefit is reduced by recovery, settlement or otherwise under or pursuant to any indemnified partyinsurance coverage, (ii) or pursuant to any insurance claim, recovery, settlement or reinsurance proceeds recoverable payment by or against any indemnified partyother Person, and (iii) the amount of such reduction, less any indemnitycosts, contribution expenses or other similar payment recoverable premiums incurred in connection therewith, will promptly be repaid by the Seller Indemnified Party to Buyer. Upon making any indemnified party from indemnity payment, Buyer will, to the extent of such indemnity payment, be subrogated to all rights of the Seller Indemnified Party against any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident the indemnifiable Loss to or potentially arising from any insurance or annuity policies or contracts other than which the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculationindemnity payment relates; provided, however, that until the Seller Indemnified Party recovers full payment of its indemnifiable Loss, any and all claims of Buyer against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in no event will VFL be responsible (by indemnification right of payment to the Seller Indemnified Party's rights against such third party. Without limiting the generality or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms effect of any particular Participationother provision hereof, Distribution each such Seller Indemnified Party and Service Related Agreement Buyer will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in effect this Section 7.1(d) shall be construed to require any Seller Indemnified Party to obtain insurance coverage in excess of what is in place, if any, as of the execution date of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including maintain any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to existing insurance coverage past the Closing, (a) to comply with all tax withholding and information reporting requirements under provided, however that Seller Indemnified Parties shall use reasonable efforts, at the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements expense of the CodeIndemnifying Party, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees pursue insurance recovery to indemnify Purchaser for the extent any Losses arising from the termination of any would reasonably be expected to be covered by such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)insurance. (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X as a claim arising from both a representation or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may be barred by the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual Obligation.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX X and the limitations set forth in this Article XXI, VFL Seller agrees to indemnify, defend and hold harmless Purchaser Buyer and its Affiliates (including, after the Closing, the Company and Dxxxx), and their respective directors, officers, employees, Affiliates agents, representatives, successors and assigns assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all claimsLiabilities including, losseswithout limitation, liabilitiesall costs, damagesexpenses, deficienciesfines, costs or expensesorders, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Buyer Losses," ” and individually a "“Buyer Loss"), asserted against, imposed upon ”) incurred or incurred suffered by any of them, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL the representations and warranties of Seller contained in this Agreement (including without limitation any breach of the representations and warranties of Seller contained in Section 3.15 or Section 3.22) or in any Extra Contractual Obligations arising from actscertificate or other document delivered pursuant hereto, errors (ii) any breach of the representations and warranties of Seller contained in Section 3.15 or omissions by VFL or Section 3.22, without regard to any knowledge qualifications contained therein, (iii) any breach of any of its officersthe covenants and agreements of Seller contained in this Agreement and (iv) those Actions set forth on Schedule 3.05, employeesto the extent such Buyer Losses exceed, agents or representatives (other than Purchaser and administratorsin the aggregate, contractors or other representatives or agents selected by Purchaser)the litigation reserves reflected in the calculation of the Final Cash Consideration; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) the Buyer Indemnified Parties shall be entitled to indemnification under this Section 10.01(a11.01(a)(i) in respect and Section 11.01(a)(ii) for breach of representations and warranties made by Seller in this Agreement Article III only when the aggregate amount of all such Buyer Losses exceeds five hundred thousand dollars (arising therefrom and Allocated Tax Losses exceed, in the aggregate, $500,000.00) 500,000 (the "“Basket Amount"”), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) the Buyer Indemnified Parties shall be entitled to indemnification for such Buyer Losses only in excess equal to fifty percent (50%) of such Buyer Losses and Allocated Tax Losses below the Basket Amount; provided furtherAmount (i.e. $250,000) and, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution provisions of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share all Buyer Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any). (b) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, Purchaser agrees to indemnify, defend and hold harmless VFL and its directors, officers, employees, Affiliates and assigns from and against all Losses, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of Purchaser in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by Purchaser or any of its officers, employees, agents or representatives; provided, however, that VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(b) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds the Basket Amount, in which case VFL (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount. Purchaser shall have no liability under this Section 10.01 if, with respect to any misrepresentation , breach or failure to perform, following the date of this Agreement and at or prior to Closing, Purchaser provides VFL with written notice (which may be in the form of an exhibit Notwithstanding anything else contained herein to the certificate contemplated by Section 7.01) of such misrepresentation, breach or failure to perform. In any eventcontrary, the maximum amount for which Purchaser Seller shall be liable under this Article X Section 11.01(a)(i) and Section 11.01(a)(ii) and for Allocated Tax Losses shall not exceed in the aggregate an amount equal to the Maximum Indemnification Obligation. Required payments by any indemnifying party pursuant to this Article X Purchase Price (the “Cap”); provided, that the maximum amount for which Seller shall be limited liable with respect to breaches of the representations and warranties made by it herein (other than breaches of the representations and warranties contained in Sections 3.02 (Authorization), 3.04 (Stock Ownership; Subsidiaries), 3.05 (Actions Pending), 3.12 (Taxes), 3.13 (Employee Benefit Matters) and 3.22 (Market Conduct)) shall be in the aggregate an amount equal to fifty percent (50%) of the Purchase Price. For the purpose of clarity, nothing in this Section 11.01(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article III and Allocated Tax Losses in an aggregate amount greater than the Purchase Price. The indemnification obligations of Seller contained under Section 11.01(a)(ii) shall expire on a date 18 months after the Closing Date unless a claim thereunder shall have been given by Buyer to Seller prior to the expiration of said 18 month period, in which event such indemnification obligation shall survive to the extent of the claim until such claim has been resolved. (b) Notwithstanding anything else herein to the contrary. Neither Seller nor Buyer shall have any liability under Section 11.01(a) or (c) for any Buyer Losses or Seller Losses, as applicable, where the amount of such Buyer Losses or Seller Losses, as applicable, is less than $5,000 (unless the amount of such Buyer Losses or Seller Losses from any Loss that remains after deducting therefrom any benefit associated breach, when aggregated with the amount of Buyer Losses or Seller Losses, as applicable, of each other breach arising from the same facts, events or occurrence constituting circumstances, equals or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third partyexceeds $5,000, in each which case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. Further, in no event related breaches shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. (c) The same set of facts and circumstances may give rise to a claim for indemnification under this Article X treated as a claim arising single breach and the aggregate total amount of Buyer Losses or Seller Losses resulting from both a representation such related breaches shall be used to determine whether the $5,000 amount is exceeded) and no such Buyer Losses or warranty and from an Extra Contractual Obligation. The fact that such a claim for indemnification may Seller Losses of less than $5,000 shall be barred by considered in calculating the survival provisions of Article IX as arising from a representation or warranty, shall not bar VFL or Purchaser from bringing such a claim under this Article X as arising from an Extra Contractual ObligationBasket Amount.