Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities Promptly after receipt by a party (the “Indemnified Party”) of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-claim by a third party which may give rise to a claim for indemnification against the other party (the “Indemnifying Party”), the Indemnified Party Claim, shall notify the Indemnifying Party may electthereof in writing; provided, at its sole optionhowever, that the failure promptly to undertake give such notice shall not affect any right to indemnification hereunder except to the extent that such failure has prejudiced the Indemnifying Party. The Indemnifying Party shall, within ten (10) days of receipt of such written notice, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof by outside with counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party; provided, by sending written notice of its election to the Indemnified Party; provided however, that if, in (a) the Indemnified Party’s Party shall have the right to be represented therein by advisory counsel of its own selection and at its own expense and (b) if the Indemnifying Party’s reasonable judgment, a conflict of interest exists between defendants in any such action include both the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if and the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to undertake the defense ofit which are different from, and additional to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the right to the extent that select separate counsel reasonably acceptable to the Indemnifying Party is determined to participate in the defense of such action on its own behalf at the expense of the Indemnifying Party (in lieu of any counsel required to be obligated retained pursuant to indemnify the portion of this sentence preceding this proviso). If an Indemnifying Party fails to assume the defense of an indemnifiable claim, then the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If may at the Indemnifying Party elects Party’s expense, and without prejudice to undertake and diligently pursue the defense of a Third-Party Claim hereunderits right to indemnification, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlecontest (or, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9(not to be unreasonably withheld or delayed), the Indemnified Party shall fully cooperate with the settle) such claim. The Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment a settlement with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder any indemnifiable claim without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating unless such settlement is limited to any Third-Party Claim, other than documents a payment of money for which the Indemnified Party has claimed is fully indemnified by the Indemnifying Party. The parties will cooperate fully with one another in connection with the defense, negotiation or shall claim a legal privilegesettlement of any indemnifiable claim.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect (a) Notice to Third-Party Claims the indemnifying party shall be subject given within ten (10) days (or such later time period if the party seeking indemnification will be materially prejudiced by such ten day notice requirement, but in such cases, as promptly as possible) after receipt by any Seller Indemnitee or Buyer Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the following terms extent known, and conditions: (i) Promptly upon receiving a include copies of any written notice of a Third-Party Claim, correspondence from the Indemnifying Party may electparty asserting such claim or initiating such action. The indemnifying party shall be entitled, at its sole optionown expense, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, assume or participate in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, such action or claim. In the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided event that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party indemnifying party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereundersuch action or claim, it shall be conducted by counsel chosen by such party and approved by the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is party seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Partyindemnification, which written consent approval shall not be unreasonably withheld, conditioned or delayed. No settlement of a matter by the party seeking indemnification shall be binding on the indemnifying party for purposes of establishing such party's indemnification obligations hereunder. (b) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses relate to claims as to which indemnification is payable under Sections 7.2 or 7.3. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control. Without limitation of the foregoing, any party granted the right to direct the defense of a threatened or actual suit, investigation or proceeding hereunder shall: (i) keep the other fully informed of material developments in the action, suit, investigation or proceeding at all stages thereof; (ii) promptly submit to the other copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the action, suit, investigation or proceeding; (iii) The Indemnified Party shall provide permit the Indemnifying Party with access other and its counsel, to all reasonably requested records and documents the extent practicable, to confer on the conduct of the Indemnified Party defense of the action, suit, investigation or proceeding; and (iv) to the extent practicable, permit the other and its counsel an opportunity to review all legal papers to be submitted prior to their submission. The parties shall make available to each other and each other's counsel and accountants all of its or their books and records relating to the action, suit, investigation or proceeding, and each party shall render to the other such assistance as may be reasonably required in order to insure the proper and adequate defense of the action, suit, investigation or proceeding. The parties shall use their respective good faith efforts to avoid the waiver of any Third-Party Claimprivilege of either party. (d) In the event that a party makes an indemnity claim that is determined by a court of competent jurisdiction to be without reasonable basis in law or fact, that party shall bear all costs and expenses (including court costs and reasonable legal and accounting fees) incurred by the other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeparty in investigating and defending against such claim.

Procedure for Third Party Claims. The obligations and liabilities (i) If a Person entitled to assert a claim for indemnification under this Purchase Agreement shall receive written notice of each the assertion by any Person not a party to this Purchase Agreement of any claim or of the commencement of any action or proceeding (a “Third Party Claim”) with respect to Third-which either Investor or Blue Owl is obligated to provide indemnification, the indemnified party (the “Indemnitee”) shall give the indemnifying party (the “Indemnitor”) prompt written notice after becoming aware of such Third Party Claims Claim. The failure of the Indemnitee to give notice as provided in this Paragraph shall be subject not relieve the Indemnitor of its obligations for indemnification under this Purchase Agreement, except to the following terms extent that the failure has materially and conditions:adversely affected the rights of the Indemnitor. The notice from the Indemnitee shall describe the Third Party Claim in reasonable detail. (iii) Promptly upon receiving An Indemnitor may elect to compromise or defend, at the Indemnitor’s own expense and by the Indemnitor’s own counsel, any Third Party Claim. If an Indemnitor elects to compromise or defend a written Third Party Claim, it shall, within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires), notify the Indemnitee in writing of its intent to do so, and the Indemnitee shall cooperate in the compromise of, or defense against, the Third Party Claim. The Indemnitor shall pay the Indemnitee’s reasonable out-of-pocket expenses incurred in connection with its cooperation. After notice from an Indemnitor to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel Indemnitor shall not be reasonably satisfactory liable to the Indemnified Party, Indemnitee under this Purchase Agreement for any legal expenses subsequently incurred by sending written notice the Indemnitee in connection with defense of its election to the Indemnified PartyThird Party Claim; provided however, that Indemnitee shall have the right to employ one counsel in each applicable jurisdiction (if more than one jurisdiction is involved) to represent Indemnitee if, in the Indemnified Party’s and the Indemnifying PartyIndemnitee’s reasonable judgment, a conflict of interest exists between the Indemnified Party Indemnitee and the Indemnifying Indemnitor exists in respect of such Third Party with respect Claim, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnitor. If an Indemnitor elects not to such Third-defend against a Third Party Claim, or if fails to notify an Indemnitee of its election as provided in this Paragraph, the Indemnifying Party elects not to defend Indemnitee may pay, compromise or otherwise does not promptly defend such Third-Third Party Claim on behalf of, and for the account and risk of, the Indemnitor; provided that no Indemnitee shall consent to entry of any judgment or enter into any settlement except with the written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). No Indemnitor shall consent to entry of any judgment or enter into any settlement, in each case with respect to any Third Party Claim, except with the written consent of each affected Indemnitee (which consent shall not be unreasonably withheld or delayed), if such Indemnified Party shall be judgment or settlement provides for anything other than money damages or other money payments for which the Indemnitee is entitled to undertake indemnification under this Purchase Agreement or which does not contain as an unconditional term thereof the defense of, and giving by the claimant or plaintiff to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk Indemnitee of a release from all liability in respect of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iiiii) If there is a reasonable likelihood that a Third Party Claim may materially and adversely affect an Indemnitee, other than as a result of money damages or other money payments for which the Indemnifying Party elects Indemnitee is entitled to undertake and diligently pursue indemnification hereunder, the Indemnitee will have the right, after consultation with the Indemnitor, to assume the defense of a Third-the Third Party Claim hereunder, the Indemnifying Party shall control all aspects in lieu of the defense and settlement Indemnitor with counsel reasonably acceptable to the Indemnitor. No Indemnitee shall consent to entry of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-any Third Party Claim for which it is seeking or shall seek indemnification hereunder without enter into any settlement, except with the prior written consent of Indemnifying Party, each Indemnitor (which written consent shall not be unreasonably withheld, conditioned withheld or delayed). (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to (i) If any Third-Party Claims shall be commenced, or any claim or demand shall be asserted (other than audits or contests with Taxing Authorities relating to Taxes), in respect of which the Indemnified Party proposes to demand indemnification by Indemnifying Party under Sections 9.2(a) or 9.2(b), the Indemnified Party shall notify the Indemnifying Party in writing of such demand and the Indemnifying Party shall have the right to assume the entire control of the defense, compromise or settlement thereof (including the selection of counsel), subject to the following terms and conditions: right of the Indemnified Party to participate (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside with counsel of its own choosingchoice), which outside but the fees and expenses of such additional counsel shall be reasonably satisfactory to at the expense of the Indemnified Party. The Indemnifying Party will not compromise or settle any such action, by sending written notice of its election to the suit, proceeding, claim or demand (other than, after consultation with Indemnified Party; , an action, suit, proceeding, claim or demand to be settled by the payment of money damages and/or the granting of releases, provided however, that if, in no such settlement or release shall acknowledge the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party liability for future acts or obligate FAAC with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk activities of the Indemnifying Party, to Companies or the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (iiMembers) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (ii) Notwithstanding anything to the contrary contained in this Section 9.2(c), FAAC at its expense shall have the sole right to control and make all decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which the Members are responsible and have agreed to indemnify FAAC, (A) FAAC, the Companies, and the Members shall cooperate in the conduct of any audit or proceeding relating to such period, (B) the Members, acting through the Members’ Representative, shall have the right (but not the obligation) to participate in all facets of such audit or proceeding at the Members’ expense (including, but not limited to, the right to be present at all meetings and on all telephone conversations and to receive copies of all correspondence, emails and other forms of nonverbal communications related to the Taxes in question), (C) FAAC shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes without the written consent of the Members’ Representative, which consent shall not unreasonably be withheld, and (D) FAAC may, without the written consent of the Members, enter into such an agreement provided that FAAC shall have agreed in writing to accept responsibility and liability for the payment of such Taxes and to forego any indemnification under this Agreement with respect to such Taxes. (iii) The parties will keep each other informed as to matters related to any audit or judicial or administrative proceedings involving Taxes for which indemnification may be sought hereunder, including, without limitation, any settlement negotiations. Refunds of Tax relating to periods ending prior to the Closing Date (or to that portion of a Straddle Period that is prior to Closing under the principles of Section 5.11(c)) shall be the property of the Members, but only to the extent that such refunds are not attributable to (A) net operating loss or other carrybacks from periods ending after the Closing Date, or (B) refund claims that are initiated by FAAC (provided that FAAC gives the Members’ Representative prior notice of such possible claim and the Members decline to pursue such refund at its or their own expense); provided, however, that FAAC shall in no event have an obligation to file or cause to be filed a claim for refund with respect to any Taxes relating to any period. (iv) Any indemnity payment or payment of Tax by the Members or its or their Affiliates as a result of any audit or contest shall be reduced by the present value of the correlative amount, if any, by which any Tax of FAAC or its Affiliates is or will be reduced for periods ending after the Closing Date as a result thereof. (v) The Indemnified Party shall provide cooperate fully in all respects with the Indemnifying Party with access in any defense, compromise or settlement, subject to this Section 9.2(c) including, without limitation, by making available all reasonably requested pertinent books, records and documents of other information and personnel under its control to the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeIndemnifying Party.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i1) Promptly upon Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (2) In order to assume the investigation and defence of a Third Party Claim, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Indemnifying Party must give the Indemnified Party, by sending Party written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and within 20 days of the Indemnifying Party’s reasonable judgment, a conflict receipt of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii3) If the Indemnifying Party elects to undertake assumes the investigation and diligently pursue the defense defence of a Third-Third Party Claim: (a) the Indemnifying Party will pay for all costs and expenses of the investigation and defence of the Third Party Claim hereunder(including any payment of Tax required to be paid prior to final settlement of a Third Party Claim in respect of Taxes related to any taxation year ending prior to Closing or in respect of that portion of such period ending on and including the Closing Date) except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and (b) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim. (4) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party shall control all aspects will not be bound by any determination of the defense Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (5) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of such Third-a Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless: (a) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party if such is entitled to full indemnification under this Agreement; (b) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim; (c) the Indemnified Party receives, as part of the compromise and settlement, compromise a legally binding and enforceable unconditional release from any and all obligations or judgment would result in liabilities it may have with respect to the imposition Third Party Claim; and (d) the Third Party Claim does not relate to Taxes of an Indemnified Person. (6) The Indemnified Party and the Indemnifying Party agree to keep the other fully informed of the status of any non-monetary liability or obligation on the Indemnified PartyThird Party Claim and any related proceedings. If the Indemnifying Party assumes control the investigation and defence of a Third Party Claim, the Indemnified Party will, at the request and expense of the defense under this Article 9Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession, control or power of the Indemnified Party reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim of which it has elected to assume the investigation and defence. The Indemnified Party shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third Party Claim. Where the Third Party Claim relates to Taxes of an Indemnified Party, the Indemnified Party shall be entitled to participate fully cooperate in the defence of such claim, including to review and comment on all submissions that will be made to an applicable Governmental Entity, and to participate in any meetings with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedGovernmental Entity. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations (a) Promptly after an Indemnified Party has received notice or has knowledge of any pending or threatened claim asserted against an Indemnified Party that is paid or payable to or claimed by any Person who is not a Party (a "Third Party Claim"), the Indemnified Party shall give the Indemnifying Party written notice (a "Claim Notice") describing in reasonable detail the nature and liabilities basis of each the Third Party with respect to Third-Claim and, if ascertainable, the amount in dispute under the Third Party Claims shall Claim and the estimated amount of the Loss that has been or may be subject sustained by the Indemnified Party. (b) Subject to the following terms and conditions: (i) Promptly upon receiving a written notice limitations set forth in this subsection 9.8(b), in the event of a Third-Third Party Claim, the Indemnifying Party may electshall have the right (exercisable by written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party has received a Claim Notice in respect of the Third Party Claim) to elect to conduct and control, at its sole option, to undertake the defense thereof by outside through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party and at the Indemnifying Party's sole cost and expense, which outside counsel the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party: (i) has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party shall be provide indemnification to the Indemnified Party in respect thereof; and (ii) if requested by the Indemnified Party, has provided evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party's financial ability to pay any Losses resulting from the Third Party Claim; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by sending written it and at its sole cost and expense. Notwithstanding the foregoing, if: (iii) the Indemnifying Party shall not have given notice of its election to conduct and control the defense of the Third Party Claim within such thirty (30) day period; (iv) the Indemnifying Party shall fail to conduct such defense diligently and in good faith; (v) the Indemnified Party shall reasonably determine that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict of interest; or (vi) the Third Party Claim is for injunctive, equitable or other non-monetary relief against the Indemnified Party; provided however, that ifthen, in each such case, the Indemnified Party’s and Party shall have the right to control the defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s reasonable judgment's sole cost and expense. In connection with any Third Party Claim, from and after delivery of a conflict of interest exists between Claim Notice, the Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and Representatives to, cooperate fully in connection with the defense or prosecution of such Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party or the Indemnified Party in connection therewith. In addition, the Party controlling the defense of any Third Party Claim shall keep the non-controlling Party advised of the status thereof and shall consider in good faith any recommendations made by the non-controlling Party with respect thereto. (c) Except as set forth below, no Third Party Claim may be settled or compromised: (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (iii) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 9 with respect to such Third-Third Party Claim, or if Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim payment, settlement or compromise and such consent shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.have been unreasonably withheld, conditioned or delayed; and (iiiv) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects have the right to consent to the entry of the defense and settlement of such Third-Party Claim and may settle, compromise a judgment or enter into a judgment settlement with respect to such Third-any Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Claim without the prior written consent of the Indemnified Party if such the judgment or settlement, compromise or judgment would result : (A) involves only the payment of money damages (all of which will be paid in the imposition of any non-monetary liability or obligation on the Indemnified Party. If full by the Indemnifying Party assumes control concurrently with the effectiveness thereof); (B) will not encumber any of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents assets of the Indemnified Party relating and will not contain any restriction or condition that would apply to any Third-Party Claim, other than documents for which or adversely affect the Indemnified Party has claimed or shall claim the conduct of its business; and (C) includes, as a legal privilegecondition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim and includes no admission of wrongdoing.

Procedure for Third Party Claims. The obligations and liabilities Promptly after receipt by a party (the “Indemnified Party”) of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-claim by a third party which may give rise to a claim for indemnification against the other party (the “Indemnifying Party”), the Indemnified Party Claim, shall notify the Indemnifying Party may electthereof in writing; provided, at its sole optionhowever, that the failure promptly to undertake give such notice shall not affect any right to indemnification hereunder except to the extent that such failure has prejudiced the Indemnifying Party. The Indemnifying Party shall, within ten (10) days of receipt of such written notice, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof by outside with counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party; provided, by sending written notice of its election to the Indemnified Party; provided however, that if, in (a) the Indemnified Party’s Party shall have the right to be represented therein by advisory counsel of its own selection and at its own expense and (b) if the Indemnifying Party’s reasonable judgment, a conflict of interest exists between defendants in any such action include both the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if and the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to undertake the defense ofit which are different from, and additional to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the right to the extent that select separate counsel reasonably acceptable to the Indemnifying Party is determined to participate in the defense of such action on its own behalf at the expense of the Indemnifying Party (in lieu of any counsel required to be obligated retained pursuant to indemnify the portion of this sentence preceding this proviso). If an Indemnifying Party fails to assume the defense of an indemnifiable claim, then the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If may at the Indemnifying Party elects Party’s expense, and without prejudice to undertake and diligently pursue the defense of a Third-Party Claim hereunderits right to indemnification, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlecontest (or, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9(not to be unreasonably withheld or delayed), the Indemnified Party shall fully cooperate with the settle such claim. The Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment a settlement with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder any indemnifiable claim without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating unless such settlement is limited to any Third-Party Claim, other than documents a payment of money for which the Indemnified Party has claimed is fully indemnified by the Indemnifying Party. The parties will cooperate fully with one another in connection with the defense, negotiation or shall claim a legal privilegesettlement of any indemnifiable claim.

Procedure for Third Party Claims. The obligations and liabilities In order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of each or involving a Claim made by any person (other than either party or their respective affiliates) against the Indemnified Party with respect to Third-(a "Third Party Claims shall be subject to Claim"), such Indemnified Party must notify the following terms and conditions: (i) Promptly upon receiving indemnifying party in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnifying party shall have been actually prejudiced as a Third-result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided such counsel is not reasonably objected to by the Indemnified Party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel indemnifying party shall not be reasonably satisfactory liable to the Indemnified Party, Party for any legal expenses subsequently incurred by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and in connection with the Indemnifying Party with respect defense thereof. If the indemnifying party elects to such Third-assume the defense of a Third Party Claim, the Indemnified Party shall (a) cooperate in all reasonable respects with the indemnifying party in connection with such defense, (b) not admit any liability with respect to, or if settle, compromise or discharge, any Third Party Claim without the Indemnifying indemnifying party's prior written consent and (c) agree to any settlement, compromise or discharge of a Third Party elects not Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to defend or otherwise does not promptly defend pay the full amount of the liability in connection with such Third-Third Party Claim, which releases the Indemnified Party completely in connection with such Third Party Claim. If the indemnifying party assumes the defense of any Third Party Claim, the Indemnified Party shall be entitled to undertake the participate in (but not control) such defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and with its own counsel at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claimits own expense. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue indemnifying party does not assume the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of any such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation and the indemnifying party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that promptly reimburse the Indemnified Party shall be solely responsible for the costs and expenses of any all Losses imposed thereon or reasonably incurred thereby in connection with such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Third Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedupon request. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon 12.8.1 Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electmay, at its sole optionexpense, to undertake participate in the defense thereof by outside counsel investigation and defence of its own choosingthe Third Party Claim, which outside counsel shall be reasonably satisfactory subject to the terms of this Section 12.8. The Indemnifying Party may also assume the investigation and defence of the Third Party Claim, subject to the terms of this Section 12.8. 12.8.2 In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party, by sending Person written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and do so within 10 Business Days of the Indemnifying Party’s reasonable judgment, receipt of notice of the Third Party Claim. 12.8.3 The Indemnifying Party may not assume the investigation and defence of a conflict of interest exists between the Indemnified Third Party and Claim if: 12.8.3.1 the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Person determines acting reasonably and in good faith that joint representation would be inappropriate; or 12.8.3.2 the Indemnifying Party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend the Third Party Claim and provide indemnification with respect to such Third-the Third Party Claim, or if . 12.8.4 If the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-assumes the investigation and defence of a Third Party Claim, such Indemnified : 12.8.4.1 the Indemnifying Party shall be entitled to undertake will pay for all costs and expenses of the defense of, investigation and to compromise or settle, such Third-defence of the Third Party Claim on behalfexcept that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the account, defence of the Third Party Claim incurred by the Indemnified Person after the date the Indemnifying Party validly exercised its right to assume the investigation and at defence of the risk Third Party Claim; 12.8.4.2 the Indemnifying Party will reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; 12.8.4.3 the Indemnified Person will not contact or communicate with the Person making the Third Party Claim without the prior written consent of the Indemnifying Party, to the extent that unless required by applicable Law; and 12.8.4.4 legal counsel chosen by the Indemnifying Party is determined to be obligated to indemnify defend the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Third Party Claim shall contain all material information known must be satisfactory to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party ClaimPerson, acting reasonably. (ii) 12.8.5 If the Indemnifying Party elects (i) is not entitled to assume the investigation and defence of a Third Party Claim under Section 12.8.3, (ii) does not elect to assume the investigation and defence of a Third Party Claim, or (iii) assumes the investigation and defence of a Third Party Claim but fails to diligently pursue such investigation and defence, the Indemnified Person has the right (but not the obligation) to undertake the investigation and defence of the Third Party Claim. In the case where the Indemnifying Party fails to diligently pursue the investigation and defence of the Third Party Claim, the Indemnified Person may not assume the investigation and defence of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the investigation and defence and the Indemnifying Party fails to do so within 10 Business Days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal. 12.8.6 If the Indemnified Person undertakes the investigation and defense of a Third-Third Party Claim hereunderpursuant to Section 12.8.5, the Indemnifying Party shall control all aspects will not be bound by any compromise or settlement of the defense Third Party Claim effected without its prior consent (which consent may not be unreasonably withheld or delayed). 12.8.7 The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of such Third-a Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld or delayed unless: 12.8.7.1 the terms of the compromise and settlement require only the payment of money for which the Indemnified Person is entitled to full indemnification under this Agreement; and 12.8.7.2 the Indemnified Person is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party if such settlement, compromise Claim or judgment would result in waive any rights that the imposition Indemnified Person may have against the Person making the Third Party Claim. 12.8.8 The Indemnified Person and the Indemnifying Party agree to keep the other fully informed of the status of any non-monetary liability or obligation on the Indemnified PartyThird Party Claim and any related proceedings and to use their reasonable efforts to minimize Damages with respect to any Third Party Claim. If the Indemnifying Party assumes control the investigation and defence of the defense under this Article 9a Third Party Claim, the Indemnified Person will use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary or desirable to assist the Indemnifying Party shall fully in investigating and defending the Third Party Claim. The Indemnified Person will, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Person will reasonably cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses defence of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities (a) All claims for indemnification made under this Agreement resulting from, related to or arising out of each a Third Party with respect to Third-claim against an Indemnified Party Claims shall be subject to made in accordance with the following terms and conditions: (i) Promptly upon receiving a procedures. In the event an Indemnified Party receives written notice of a Third-Third Party Claimclaim, which such Indemnified Party reasonably believes may result in a Loss, such Indemnified Party shall notify promptly the Indemnifying Party of such claim by delivery of an Officer’s Certificate to such Indemnifying Party (such Officer’s Certificate including a brief description of the applicable claim(s), including damages sought or estimated, to the extent actually known by the Indemnified Party). (b) Within [***] after delivery of such Officer’s Certificate, the Indemnifying Party may electmay, at its sole option, to undertake the defense upon written notice thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim if the defense of the Third Party claim is conducted actively and diligently by sending written notice of its election legal counsel reasonably acceptable to the such Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense does not assume control of a Third-Party Claim hereundersuch defense, the Indemnifying Indemnified Party shall control all aspects such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party reasonably advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The non-controlling Party shall cooperate in such defense connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the controlling Party in connection therewith. In any event, the Indemnified Party shall not agree to any settlement of such Third-Party Claim and may settleaction, compromise suit, proceeding or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of all potential Indemnified Parties from all Liability with respect thereto, does not subject the Indemnified Party if such settlementto any injunctive or equitable relief or remedy, compromise does not include a statement or judgment would result in the imposition admission of any non-monetary liability fault, violation, culpability or obligation failure to act by or on behalf of the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the or that imposes any Liability on any potential Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying such Indemnified Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defense of the Third Party Claim, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory subject to the terms of this Section 10.5. The Indemnifying Party may also assume the investigation and defense of the Third Party Claim, subject to the terms of this Section. (1) In order to assume the investigation and defense of a Third Party Claim, the Indemnifying Party must give the Indemnified Party, by sending Person written notice of its election within 15 days of Indemnifying Party’s receipt of notice of the Third Party Claim. (2) The Indemnifying Party may not assume the investigation and defense of a Third Party Claim if: (a) the Indemnifying Party fails to provide reasonable assurance to the Indemnified PartyPerson of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and or (b) the Indemnifying Party does not continue in good faith its defense of the Third Party Claim. (3) If the Indemnifying Party assumes the investigation and defense of a Third Party Claim: (a) the Indemnifying Party will pay for all costs and expenses of the investigation and defense of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defense, be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to such Third-the defense of the Third Party Claim, or if incurred by the Indemnified Person after the date the Indemnifying Party elects not validly exercised its right to assume the investigation and defense of the Third Party Claim; (b) the Indemnifying Party will reimburse the Indemnified Person for all costs and expenses incurred by the Indemnified Person in connection with the investigation and defense of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defense of the Third Party Claim; and (c) legal counsel chosen by the Indemnifying Party to defend or otherwise the Third Party Claim must be satisfactory to the Indemnified Person, acting reasonably. (4) If the Indemnifying Party does not promptly defend elect to assume the investigation and defense of a Third Party Claim or assumes the investigation and defense of a Third Party Claim but fails to diligently pursue such Third-Party Claimdefense, such the Indemnified Party shall be entitled Person has the right (but not the obligation) to undertake the defense ofof the Third Party Claim and (with the consent of the Indemnifying Party, which may not be unreasonably withheld) compromise and to compromise or settle, such Third-settle the Third Party Claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party, to . In the extent that case where the Indemnifying Party is determined fails to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-the Third Party Claim, the Indemnified Person may not assume the defense of the Third Party Claim hereunder, unless the Indemnified Person gives the Indemnifying Party shall control all aspects of written demand to diligently pursue the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall fails to do so within 15 days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court or other tribunal. (5) The Indemnifying Party will not enter into any such settlement, be permitted to compromise and settle or judgment to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Person, which may not be unreasonably withheld, unless: (a) the terms of the compromise and settlement require only the payment of money for which the Indemnified Person is entitled to full indemnification under this Agreement; (b) the Indemnified Person is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party if such Claim or waive any rights that the Indemnified Person may have against the Person making the Third Party Claim; and (c) the Indemnified Person receives, as part of the compromise and settlement, compromise a legally binding and enforceable unconditional satisfaction or judgment would result release from any and all obligations or liabilities it may have with respect to the Third Party Claim. Such release must be, in form and substance, satisfactory to the imposition Indemnified Person, acting reasonably. (6) The Indemnified Person and the Indemnifying Party agree to keep the other fully informed of the status of any non-monetary liability or obligation on the Indemnified PartyThird Party Claim and any related proceedings. If the Indemnifying Party assumes control the investigation and defense of the defense under this Article 9a Third Party Claim, the Indemnified Person will use its reasonable efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession of the Indemnified Person, reasonably required by the Indemnifying Party for its use in defending any Third Party Claim which it has elected to assume the investigation and defense of. The Indemnified Person shall fully cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-any Third Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedClaim. (iii7) The Indemnified Party parties acknowledge and agree that the obligations pursuant to this Article 10 shall provide survive the Indemnifying Party with access to all reasonably requested records execution and documents delivery of this Agreement and the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeClosing.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i1) Promptly upon Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (2) In order to assume the investigation and defence of a Third Party Claim, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Indemnifying Party must give the Indemnified Party, by sending Person written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the within 30 days of Indemnifying Party’s reasonable judgment, a conflict 's receipt of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii3) If the Indemnifying Party elects to undertake assumes the investigation and diligently pursue the defense defence of a Third-Third Party Claim: (a) the Indemnifying Party will pay for all costs and expenses of the investigation and defence of the Third Party Claim hereunderexcept that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Person after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and (b) the Indemnifying Party will reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim. (4) If the Indemnified Person undertakes the defence of the Third Party Claim, the Indemnifying Party shall control all aspects will not be bound by any compromise or settlement of the defense Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (5) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of such Third-a Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Person (which consent may not be unreasonably withheld or delayed) unless: (a) the terms of the compromise and settlement require only the payment of money for which the Indemnified Person is entitled to full indemnification under this Agreement; and (b) the Indemnified Person is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party if such settlement, compromise Claim or judgment would result in waive any rights that the imposition Indemnified Person may have against the Person making the Third Party Claim. (6) The Indemnified Person and the Indemnifying Party agree to keep the other fully informed of the status of any non-monetary liability or obligation on the Indemnified PartyThird Party Claim and any related proceedings. If the Indemnifying Party assumes control the investigation and defence of the defense under this Article 9a Third Party Claim, the Indemnified Person will, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Person shall fully cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses defence of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party (a) If any third Person shall commence an Action against any party with respect to Third-any matter (a “Third Party Claims Action”) which may give rise to a claim for indemnification under this Article X, such party shall notify the indemnifying party in writing as soon as practicable (such notice being hereinafter called a “TPA Notice”). It is agreed that no delay on the part of the indemnified party in notifying the indemnifying party of any Third Party Action will relieve the indemnifying party thereby unless the indemnifying party is prejudiced by such failure to give notice (and in such case the indemnifying party shall be relieved only the extent of such prejudice). The indemnifying party will have thirty (30) days from the delivery of such TPA Notice, to determine whether or not it will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the indemnifying party is disputing the claim for indemnity hereunder. (b) If the indemnifying party (i) does not respond to the TPA Notice by 5:00 p.m., Baltimore, Maryland time on the last day of the thirty (30) day period set forth in Section 10.5(a), or (ii) responds to the TPA Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the TPA Notice, the indemnified party shall have the right to defend against any such Third Party Action or to settle or pay any such Third Party Action for such an amount as the indemnified party shall deem appropriate (a “Third Party Indemnity Amount”), which amount shall be paid by the indemnifying party subject to the following terms and conditionsconditions of Section 10.6. (c) If the indemnifying party affirmatively disputes the right to indemnity, regardless of whether the indemnifying party elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of an indemnified party to recover from the indemnifying party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 10.2 hereof. (d) Notwithstanding anything herein to the contrary, if the indemnifying party notifies the applicable indemnified party that the indemnifying party will defend against or settle any Third Party Action: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the such defense thereof by outside counsel of its own choosing, which outside counsel or settlement shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk sole cost and expense of the Indemnifying Partyindemnifying party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice except for costs and expenses of the Third-Party Claim shall contain all material information known indemnified party’s counsel, if any, pursuant to the Indemnified Party with respect to such Third-Party Claim items (v) and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.(vi) below; (ii) If the Indemnifying Party elects indemnifying party and its counsel shall conduct such defense or settlement in a reasonably prudent manner to undertake protect the indemnified party fully; (iii) the indemnifying party and diligently pursue its counsel shall keep the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement indemnified party fully advised as to its conduct of such Third-Party Claim defense or settlement, and may settle, shall not compromise or enter into a judgment with respect to settle such Third-Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Action without the prior written consent of the Indemnified indemnified party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the indemnified party to any monetary liability, includes a complete, unconditional release of the indemnified party from all liability with respect to such Third Party if such settlementAction, and includes an express provision to the effect that the settlement or compromise does not constitute an acknowledgement or judgment would result in acceptance by the imposition indemnified party of any nonfault, culpability, or responsibility of any kind; (iv) the indemnified party shall reasonably cooperate with the indemnifying party, including making available pertinent documents and information and appropriate personnel; (v) the indemnified party may elect to employ its own counsel and participate in such defense or settlement at the indemnified party’s sole cost and expense, but the control of such defense or settlement shall rest with the indemnifying party; (vi) notwithstanding the indemnifying party’s election to defend against or settle the Third Party Action, within forty-monetary liability five (45) days of such indemnifying party’s election or obligation on within forty-five (45) days of becoming aware of any new fact or circumstance materially relevant to clauses (A), (B), (C) or (D) below, the Indemnified Party. If indemnified party may, upon written notice to the Indemnifying indemnifying party, elect to employ its own counsel and assume control of such defense or settlement if (A) the indemnifying party or any of its Affiliates is also a Person against whom the Third Party assumes Action is made and the indemnified party determines in good faith that joint representation would be inappropriate; (B) the indemnified party determines in good faith that the indemnified party may have available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the indemnifying party or any of its Affiliates with respect to such Third Party Action; (C) the indemnifying party fails to provide reasonable assurance to the indemnified party of their financial capacity to defend such Third Party Action; (D) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to the indemnified party for the defense or settlement of such Third Party Action; provided, however, that the assumption of control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense or settlement of a Third-Third Party Claim hereunder, Action by the Indemnified Party indemnified party pursuant to this item (vi) shall not settlerelieve the indemnifying party of its obligation, compromiseif any, or enter into to indemnify and hold the indemnified party harmless; and (e) Subject to the other provisions of this Section 10.5, if the indemnifying party: (i) does not respond to a TPA Notice by 5:00 p.m., Baltimore, Maryland time on the last day of the thirty (30) day period set forth in Section 10.5(a); (ii) does not elect to defend against any judgment with respect to such Third-Third Party Claim Action for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall indemnifying party does not be unreasonably withheld, conditioned or delayed.dispute the indemnified party’s right to indemnity; (iii) The Indemnified does not elect to defend against any Third Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents Action for which the Indemnified indemnifying party disputes the indemnified party’s right to indemnity, and such dispute is resolved, in accordance with Section 10.2, in a manner affirming the indemnified party’s right to indemnity; (iv) elects to defend against any Third Party has claimed Action for which the indemnifying party does not dispute the indemnified party’s right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which the indemnifying party disputes the right to indemnity, to the extent the dispute is resolved, in accordance with Section 10.2, in a manner affirming the indemnified party’s right to indemnity; then: the Damages resulting from the settlement or the final, non-appealable adjudication of such Third Party Action, or that portion thereof as to which the defense is unsuccessful (such Damages and Third Party Indemnity Amounts, are interchangeably and collectively referred to herein as “Final Losses”), shall claim a legal privilegebe paid by the indemnifying party in accordance with Section 10.6, subject to the other limitations contained in this ARTICLE X, including under Section 10.7.

Procedure for Third Party Claims. The obligations and liabilities of each If any claim is brought by a Third Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a “Third-Party Claim”) against any member of the Purchasers’ Group or, as the case may be, any member of the Seller’s Group (the “Relevant Indemnified Party”), in respect of which indemnification may be sought from the Seller or, as the case may be, from the Purchasers (the “Relevant Indemnifying Party”) pursuant to this agreement, the Purchasers or, as the case may be, the Seller shall procure that the Relevant Indemnified Party notifies the Relevant Indemnifying Party may electof the Third-Party Claim in accordance with Clause 11.1 or 11.2, at its sole optionas applicable, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory and: (a) does not (i) make any admissions in relation to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend (ii) compromise, dispose of or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of settle the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Relevant Indemnifying Party; (b) subject to the Relevant Indemnifying Party acknowledging the indemnity obligation towards the Relevant Indemnified Party if such settlement, compromise or judgment would result in for the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control full amount of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party Losses in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any with such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, allows the Relevant Indemnifying Party to take such action as it deems 42 / 52 necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third-Party Claim (including making counterclaims or claims against Third Parties) in the name of and on behalf of the Relevant Indemnified Party and to control the conduct of any related proceedings, negotiations or appeals (but at all times taking into account the reasonable commercial and other interests of the Relevant Indemnified Party); and (c) furnishes all such documents, books and records and other information, and gives all such assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Relevant Indemnifying Party may reasonably request for the purpose referred to in the preceding sub-clause (b), including instructing such professional or legal advisors as the Relevant Indemnifying Party may nominate to act on behalf of the Relevant Indemnified Party, but in accordance with the Relevant Indemnifying Party’s instructions, it being agreed that the Relevant Indemnifying Party shall keep the Relevant Indemnified Party informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Relevant Indemnified Party copies of all material external correspondence relating to the claim other than documents for which such correspondence that is subject to legal professional or litigation privilege of the Indemnified Party has claimed or shall claim a legal privilegeRelevant Indemnifying Party.

Procedure for Third Party Claims. 8.7.1 The obligations and liabilities Indemnified Party will promptly deliver to the Indemnifying Party copies of each all correspondence, notices, assessments or other written Communication received by the Indemnified Party with in respect to Third-of any Third Party Claims shall be Claim. 8.7.2 If the Indemnifying Party first acknowledges in writing its obligation, subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole optionlimits in this Article 8, to undertake satisfy an Indemnity Claim to the defense thereof by outside counsel extent of its own choosing, which outside counsel shall be reasonably any binding determination or settlement in connection with a Third Party Claim (or enters into arrangements otherwise satisfactory to the Indemnified Party), in any legal or administrative proceeding in connection with the matters forming the basis of a Third Party Claim, the following will apply: 8.7.2.1 Indemnifying Party may not enter into a settlement of any Third Party Claim without the written consent (which may not unreasonably be withheld, delayed or conditioned) of the Indemnified Party unless such settlement provides the Indemnified Party with a full release from such Third Party Claim and requires no more than a monetary payment for which the Indemnified Party is fully indemnified; 8.7.2.2 the Indemnifying Party will have the right by sending written notice of its election delivered to the Indemnified PartyParty within 10 Business Days of receipt by the Indemnifying Party of an Indemnity Notice, to assume carriage and control of the negotiation, defence or settlement of a Third Party Claim and the conduct of any related legal or administrative proceedings at the expense of the Indemnifying Party and by its own counsel; provided howeverprovided, further, that ifthe Indemnifying Party shall not have the right to assume control of such defense if (A) the Third Party Claim seeks, as the primary portion of relief sought, equitable relief or is a criminal claim, (B) the Third Party Claim has a reasonable risk of resulting in Losses that are not indemnifiable by the Indemnified Party’s and Party under this Article 8 (taking into account indemnification limitations in this Article 8) from the Indemnifying Party’s reasonable judgmentEscrow Fund, (C) the Third Party Claim is brought by a Material Customer or Material Vendor, (D) a conflict of interest exists between the Indemnifying Party and the Indemnified Party, or (E) after notice and opportunity to cure the Indemnifying Party failed or is failing to diligently prosecute or defend such Third Party Claim; 8.7.2.3 if the Indemnifying Party elects to assume carriage and control, the Indemnified Party will have the right to participate at its own expense in the negotiation, defence or settlement of a Third Party Claim assisted by counsel of its own choosing; and 8.7.2.4 each of the Indemnified Party and the Indemnifying Party with respect will make its best efforts to make available to the Party who has assumed carriage and control of the negotiation, defence or settlement of a Third Party Claim those employees whose assistance or evidence is necessary to assist that Party in evaluating and defending that Third Party Claim and all documents, records and other materials in the possession or control of that Party required for use in the negotiation, defence or settlement of that Third Party Claim; provided that such cooperation shall be subject to such Third-additional limitations as the Indemnified Party may reasonably require to prevent the disruption of the Business of Indemnified Party and its Affiliates, the disclosure of any confidential or legally privileged information, and/or the disclosure or use of any personal information other than in compliance with applicable privacy laws. 8.7.3 If the Indemnifying Party does not assume control of the defense of any Third Party Claim, or if the Indemnifying Party elects not to defend or otherwise assume control of such defense but does not promptly defend such conduct the defense of the Third-Party ClaimClaim diligently and in good faith, then the Indemnified Party may defend through counsel of its own choosing and in such manner as it reasonably deems appropriate with such defense being at the Indemnifying Party’s expense if and to the extent liable under the terms of this Article 8, and the Indemnified Party shall be entitled to undertake the defense of, and to enter into a compromise or settlesettlement thereof at its sole discretion; provided that, for greater certainty, such Third-Party Claim compromise or settlement shall not be binding on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that or imply any admission by the Indemnifying Party is determined for purposes of establishing any entitlement to be obligated indemnification pursuant to indemnify this Agreement or in determining the amount of any Losses. 8.7.4 In the event the Indemnified Party under this Agreement with respect to is, directly or indirectly, conducting the defense against any such Third-Third Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall cooperate with Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control all aspects relating thereto as is reasonably required by the Indemnified Party and the Indemnifying Party may participate by the Indemnifying Party’s own counsel and at the Indemnifying Party’s own expense in the defense of such Third Party Claim. 8.7.5 When the amount of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment Loss with respect to such Third-a Third Party Claim; provided that Claim is finally determined in accordance with this Section 8.7, subject to the provisions of this Article 8, the Indemnifying Party shall not enter into any such settlement, compromise or judgment without will immediately pay the prior written consent full amount of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on that Loss to the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities (a) Promptly after an Indemnified Party has received notice or has knowledge of each Party with any pending or threatened Claim asserted by a third party or the commencement of any Claim by a third party in respect to Third-Party Claims of which indemnification shall be subject sought hereunder (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice (a “Claim Notice”) describing in reasonable detail the nature and basis of the Third Party Claim and, if ascertainable, the amount in dispute under the Third Party Claim. (b) Subject to the following terms and conditions: (i) Promptly upon receiving a written notice limitations set forth in this Subsection 6.04(b), in the event of a Third-Third Party Claim, the Indemnifying Party may electshall have the right (exercisable by written notice to the Indemnified Party within fifteen (15) days after the Indemnifying Party has received a Claim Notice in respect of the Third Party Claim) to elect to conduct and control, at its sole option, to undertake the defense thereof by outside through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party and at the Indemnifying Party’s sole cost and expense, which outside counsel the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party: (i) has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party shall be provide indemnification to the Indemnified Party in respect thereof; and (ii) if requested by the Indemnified Party, has provided evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party’s financial ability to pay any Losses resulting from the Third Party Claim; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by sending written it and at its sole cost and expense. Notwithstanding the foregoing, if: (A) the Indemnifying Party shall not have given notice of its election to conduct and control the defense of the Third Party Claim within such fifteen (15) day period; (B) the Indemnifying Party shall fail to conduct such defense diligently and in good faith; (C) the Indemnified Party shall reasonably determine that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict of interest; or (D) the Third Party Claim is for injunctive, equitable or other non-monetary relief against the Indemnified Party; provided however, that if, then in each such case the Indemnified Party’s and Party shall have the right to control the defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s reasonable judgmentsole cost and expense. In connection with any Third Party Claim, from and after delivery of a conflict of interest exists between Claim Notice, the Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and Representatives to, cooperate fully in connection with the defense or prosecution of such Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party or the Indemnified Party in connection therewith. In addition, the party controlling the defense of any Third Party Claim shall keep the non-controlling party advised of the status thereof and shall consider in good faith any recommendations made by the non-controlling party with respect thereto. (c) Except as set forth below, no Third Party Claim may be settled or compromised: (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 6 with respect to such Third-Third Party Claim, or if Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim payment, settlement or compromise and such consent shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim have been unreasonably withheld, conditioned or delayed; and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (iiB) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects have the right to consent to the entry of the defense and settlement of such Third-Party Claim and may settle, compromise a judgment or enter into a judgment settlement with respect to such Third-any Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Claim without the prior written consent of the Indemnified Party if such settlement, compromise the judgment or judgment would result settlement (x) involves only the payment of money damages (all of which will be paid in the imposition of any non-monetary liability or obligation on the Indemnified Party. If full by the Indemnifying Party assumes control concurrently with the effectiveness thereof), (y) will not encumber any of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents assets of the Indemnified Party relating and will not contain any restriction or condition that would apply to any Third-Party Claim, other than documents for which or adversely affect the Indemnified Party has claimed or shall claim the conduct of its business, and (z) includes, as a legal privilegecondition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim and includes no admission of wrongdoing.

Procedure for Third Party Claims. The obligations and liabilities (i) If a person entitled to assert a claim for indemnification under this Agreement shall receive notice of each the assertion by any person not a party to this Agreement of any claim or of the commencement of any action or proceeding (a “Third Party Claim”) with respect to Third-which any party is obligated to provide indemnification, the indemnified party (the “Indemnitee”) shall give the indemnifying party (the “Indemnitor”) prompt written notice after becoming aware of the Third Party Claims Claim. The failure of the Indemnitee to give notice as provided in this Section 8.2 shall be subject not relieve the Indemnitor of its obligations for indemnification under this Agreement, except to the following terms extent that the failure has materially and conditions:adversely affected the rights of the Indemnitor. The notice from the Indemnitee shall describe the Third Party Claim in reasonable detail. (iii) Promptly upon receiving An Indemnitor may elect to compromise or defend, at the Indemnitor’s own expense and by the Indemnitor’s own counsel, any Third Party Claim. If an Indemnitor elects to compromise or defend a written Third Party Claim, it shall, within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and Indemnitee shall cooperate in the compromise of, or defense against, the Third Party Claim. The Indemnitor shall pay the Indemnitee’s actual out-of-pocket expenses incurred in connection with its cooperation. After notice from an Indemnitor to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnifying Party may elect, at its sole option, Indemnitor shall not be liable to undertake the Indemnitee under this Agreement for any legal fees and expenses subsequently incurred by the Indemnitee in connection with the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified PartyThird Party Claim; provided however, that Indemnitee shall have the right to employ one counsel in each applicable jurisdiction (if more than one jurisdiction is involved) to represent Indemnitee if, in the Indemnified Party’s and the Indemnifying PartyIndemnitee’s reasonable judgment, a conflict of interest exists between the Indemnified Party Indemnitee and the Indemnifying Indemnitor (or its counsel) exists in respect of the Third Party with respect Claim, and in that event the fees and expenses of the separate counsel shall be paid by the Indemnitor. If an Indemnitor elects not to such Third-defend against a Third Party Claim, or if fails to notify an Indemnitee of its election as provided in this Paragraph, the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party ClaimIndemnitee may pay, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-defend the Third Party Claim on behalf, behalf of and for the account, account and at the risk of the Indemnifying PartyIndemnitor. No Indemnitor shall consent to entry of any judgment or enter into any settlement, except with the written consent of each related Indemnitee (which consent shall not be unreasonably withheld or delayed), which provides for anything other than money damages or other money payments for which the Indemnitee is entitled to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party indemnification under this Agreement with or which does not contain as an unconditional term the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iiiii) If the Indemnifying Party elects to undertake and diligently pursue the defense of there is a Third-reasonable likelihood that a Third Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense may materially and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claimadversely affect an Indemnitee, other than documents as a result of money damages or other money payments for which the Indemnified Indemnitee is entitled to indemnification under this Agreement, the Indemnitee will have the right, after consultation with the Indemnitor and at the cost and expense of the Indemnitor, to defend the Third Party has claimed or shall claim a legal privilegeClaim.

Procedure for Third Party Claims. The obligations and liabilities of each Party Except with respect to Third-Party Claims any Losses resulting from a breach of any Tax Representation or any matter referred to in Section 10.2(a)(iii), which shall be subject to the following terms and conditions:governed exclusively by Section 7.10(e): (i) Promptly upon receiving a written notice All claims for indemnification made under Section 10.2 resulting from, related to or arising out of a Third-Party Claim against an Indemnified Party shall be made in accordance with the following procedures. In the event an Indemnified Party becomes aware of a third-party claim which such Indemnified Party reasonably believes may result in any Indemnified Losses (without giving effect to the limitations in Section 10.5) (a “Third-Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party may elect, at its sole option, of such claim by delivery of an Indemnification Notice to undertake such Indemnifying Party. Any delay or failure in so notifying the defense thereof Indemnifying Party shall not relieve the Indemnifying Party of obligations under Section 10.2 except to the extent that such Indemnifying Party is materially prejudiced by outside reason of such delay or failure. The Indemnifying Party shall have the right to be represented by counsel of its own choosingchoice, which outside counsel shall must be reasonably satisfactory to the Indemnified Party, by sending written notice of its election and to the Indemnified Partydefend against, negotiate, settle or otherwise deal with any such Third-Party Claim; provided howeverprovided, further, that ifthe attorney’s fees and other costs and expenses of the Indemnifying Party shall be paid by the Indemnifying Party, in which shall be paid from and reduce the Indemnified Party’s amount of the Indemnity Escrow Amount. If the Indemnifying Party is entitled to and elects to defend against, negotiate, settle or otherwise deal with a Third-Party Claim, it shall, within thirty (30) days of the Indemnifying Party’s reasonable judgment, a conflict receipt of interest exists between the Indemnified Party and the Indemnifying Party Indemnification Notice with respect to such Third-Party Claim, or if notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend shall assume the defense of any Third-Party Claim, the Indemnified Party may participate, at his or otherwise does not promptly defend its own expense, in the defense of such Third-Party Claim; provided, that such Indemnified Party shall be entitled to undertake the participate in any such defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and with separate counsel at the risk expense of the Indemnifying Party, which shall be paid from and reduce the amount of the Indemnity Escrow Amount, if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the extent Indemnifying Party, the named parties in the Third Party Claim include both a member of the Earthbound Group and a party who is not a member of the Earthbound Group and one or more defenses are available to the Indemnified Party that is not a member of the Earthbound Group which is different from or in addition to those defenses available to the Indemnified Party that is a member of the Earthbound Group; and provided, further, that the Indemnifying Party is determined shall not be required to be obligated to indemnify the pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Party under this Agreement Parties in connection with respect to such any Third-Party Claim. The Notwithstanding anything to the contrary in this Section 10.3, the Indemnifying Party shall not, without the written notice consent of the Indemnified Party, settle or compromise any Third-Party Claim shall contain all material information known or permit a default or consent to entry of any judgment with respect thereto unless such settlement, compromise or judgment contains an unqualified release of the Indemnified Party with from all liability in respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects not to undertake and diligently pursue the defense of a defend against, negotiate, settle or otherwise deal with any Third-Party Claim hereunderor fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third-Party Claim using counsel reasonably acceptable to the Indemnifying Party and at the Indemnifying Party’s expense, which shall control all aspects be paid from and reduce the amount of the Indemnity Escrow Amount. The party controlling the defense and settlement of any Third-Party Claim (the “Controlling Party”) shall (i) permit the other party (the “Non-Controlling Party”) to participate, at his or its own expense, in the defense of such Third-Party Claim, (ii) conduct the defense of such Third-Party Claim with reasonable diligence and may settle, compromise or enter into a judgment with respect to keep the Non-Controlling Party reasonably informed of material developments in such Third-Party Claim; provided that Claim at all stages thereof, (iii) promptly submit to the Non-Controlling Party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith, (iv) permit the Non-Controlling Party and its counsel to confer on the conduct of the defense thereof and (v) permit the Non-Controlling Party and its counsel an opportunity to review all legal papers to be submitted prior to their submission and consider in good faith any comments from the Non-Controlling Party and its counsel thereto. Notwithstanding anything to the contrary in this Section 10.3, the Indemnified Party shall not, without the written consent of the Indemnifying Party, settle or compromise any Third-Party shall not enter into Claim or permit a default or consent to entry of any such settlement, compromise or judgment with respect thereto without the prior written consent of the Indemnifying Party. In the event the Indemnified Party if such settlementfails to diligently pursue the defense of any Third-Party Claim, compromise or judgment would result in the imposition reasonable opinion of any non-monetary liability or obligation on the Indemnified Indemnifying Party. If ’s counsel, the Indemnifying Party assumes control of shall thereafter have the defense under this Article 9right to defend against, the Indemnified Party shall fully cooperate negotiate, settle or otherwise deal with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without notwithstanding the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedlimitation in the immediately preceding sentence. (iii) The Indemnified Party shall provide cooperate in all reasonable respects with the Indemnifying Party with access to all and its counsel in the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested records in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party and documents of its agents and representatives to, and reasonable retention by the Indemnified Party relating of, records and information which have been identified by the Indemnifying Party as being reasonably relevant to any such Third-Party Claim, other than documents for which and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The reasonable out-of-pocket expenses of the Indemnified Party has claimed or incurred in connection with the cooperation contemplated by this Section 10.3(b)(iii) shall claim a legal privilegebe reimbursed by the Indemnifying Party.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the If any Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claimclaims indemnification under this Article 8, such Indemnified Party shall give prompt written notice to the Indemnifying Party after receiving written notice of any action, lawsuit, proceeding, investigation, or other claim against it (if by a third Person), describing the claim, the amount of the claim (if known and quantifiable), and the basis for the claim; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its Liabilities under this Article 8 except to the extent such failure materially harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third Person which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 8, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying the basis of such claim and the material facts pertaining to such claim, and the Indemnifying Party shall be entitled to undertake participate in the defense ofof such action, and lawsuit, proceeding, investigation, or other claim giving rise to compromise or settlethe Indemnified Party's claim for indemnification, such Third-Party Claim on behalf, for the account, and at the risk Indemnifying Party's expense. In addition, at the option of the Indemnifying Party, Party (subject to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunderlimitations set forth below), the Indemnifying Party shall control all aspects be entitled to appoint lead counsel of such portions of the defense and settlement not otherwise excepted as Reserved Indemnification Claims by reputable counsel reasonably acceptable to the Indemnified Parties; provided that, as a condition precedent to the Indemnifying Party's right to assume control of such Third-Party Claim and may settledefense, compromise or it must first: (a) enter into a judgment an agreement with the Indemnified Parties (in form and substance satisfactory to the Indemnified Parties) pursuant to which the Indemnifying Party agrees to be responsible for all Losses relating to such claims and that it will provide full indemnification (whether or not otherwise required hereunder but subject to all applicable limitations, deductibles, caps and other restrictions in this Agreement) to the Indemnified Parties for all Losses relating to such claim; (b) unconditionally guarantee the payment and performance of any Liability that may arise with respect to such Third-claim or the facts giving rise to such claim for indemnification; and (c) furnish the Indemnified Parties with reasonable evidence that Indemnifying Party Claimis and will be able to satisfy any such Liability; and provided further that the Indemnifying Party shall not enter into have the right to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Parties, if the claim that the Indemnifying Party seeks to assume control of (a) seeks non-monetary relief, (b) involves criminal or quasi-criminal allegations, (c) involves a claim to which any Indemnified Party reasonably believes and reasonably demonstrates an adverse determination would be materially detrimental to or materially injure such Indemnified Party's reputation or future business prospects, or (d) involves a claim that, upon petition by any Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend (the claims described in (a) through (d) are collectively referred to as the "Reserved Indemnification Claims"). If the Indemnifying Party is permitted to assume and control the defense and elects to do so, each Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such settlementaction and to participate in the defense thereof, compromise or judgment without but the prior written consent fees and expenses of such counsel employed by such Indemnified Party shall be at the expense of the Indemnified Party if such settlementunless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, compromise or judgment would result (b) the Indemnified Party has been advised in writing by its counsel that a reasonable likelihood exists of a conflict of interest between the imposition of any non-monetary liability or obligation on Indemnifying Party and the Indemnified Party. If the Indemnifying Party assumes control of controls the defense under this Article 9of any such claim, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without obtain the prior written consent of each Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against such Indemnified Party, if such settlement does not expressly and unconditionally release such Indemnified Party from all Liabilities (other than those paid or satisfied by the Indemnifying Party) with respect to such claim and all other claims arising out of the same or similar facts and circumstances, which written consent shall not be unreasonably withheldwith prejudice, conditioned or delayed. (iii) The if such settlement could adversely affect any Tax or other Liability of such Indemnified Party shall provide (unless paid or satisfied by the Indemnifying Party). Notwithstanding any provision in this Agreement to the contrary, in connection with any proceeding against an Indemnified Party brought or asserted by any third Person which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 8, the Indemnifying Party with access to shall reimburse such Indemnified Party for all reasonably requested records costs, fees, and documents of expenses incurred by the Indemnified Party relating pursuant to any Third-Party Claim, other than documents for which this Agreement (including the Indemnified Party has claimed or shall claim a legal privilegereasonable fees and expenses of counsel) in connection with such proceeding as they are incurred.

Procedure for Third Party Claims. The obligations 10.7.1. Buyer, on the one hand, and liabilities the Sellers on the other, (the "Indemnified Party"), shall give reasonably prompt written notice to the other (the "Indemnifying Party") of each Party any claim or event with respect to Third-which the Indemnified Party Claims shall believes it is or may be subject entitled to the following terms and conditions: indemnification pursuant to this Article 10 resulting from any claim, action, suit or proceeding brought by any third party in connection with any litigation, administrative proceedings or similar actions (i) Promptly upon receiving a written notice including, without limitation, claims by any assignee or successor of a Third-party hereto or any governmental agency) (collectively, "Third Party ClaimClaims"), together with an estimate of the Indemnifying Party may electamount in dispute thereunder and a copy of any claim, at its sole optionprocess, to undertake the defense thereof legal pleadings or correspondence with respect thereto received by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided provided, however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict failure of interest exists between the Indemnified Party and to give such notice shall not relieve the Indemnifying Party with respect to such Third-Party Claimof its obligations hereunder, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, except to the extent that the Indemnifying Party is determined prejudiced by such failure to give notice. Within ten days of receipt of such notice, the Indemnifying Party may, by written notice to the Indemnified Party, assume the defense of such Third Party Claim through counsel of its own choosing (which counsel shall be reasonably acceptable to the Indemnified Party) with all fees and expenses thereof to be obligated to indemnify paid by the Indemnifying Party, in which event the Indemnified Party under this Agreement may participate in the defense thereof at its sole expense, provided that such Indemnified Party shall have the right to employ separate counsel to represent such Indemnified Party if, in such Indemnified Party's reasonable judgment, a conflict of interest between the Indemnifying Party and such Indemnified Party exists with respect to such Third-Third Party Claim, with all fees and expenses of such separate counsel to be paid by the Indemnifying Party. The If the Indemnifying Party fails to assume the defense of such Third Party Claim by failing to deliver a written notice of the Third-Indemnifying Party's intention to assume such defense within ten days after receipt of the initial notice thereof, or thereafter abandons or fails to diligently pursue such defense (and only in such circumstances), the Indemnified Party may assume such defense and the fees and expenses of its counsel will be paid by the Indemnifying Party. If the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party shall contain cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all material pertinent records, materials, and information known in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party, with all expenses incurred in connection therewith to be paid by the Indemnifying Party. Similarly, if the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such records, materials and information in the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, with all expenses incurred in connection therewith to be paid by the Indemnifying Party. Notwithstanding anything in this Section 10.6 to the contrary, however, if a claim shall be made with respect to which the Indemnifying Party has agreed to assume the defense thereof, the Indemnifying Party shall not thereafter be entitled to dispute, and hereby agrees not to dispute, the Indemnified Party's right to indemnification therefor pursuant to Article 10 hereof or any subsequent claims of the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the 10.7.2. The Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlenot, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party if such settlement, compromise Claim or judgment would result in consent to the imposition entry of any non-monetary liability judgment which does not include as an unconditional term thereof the delivery by the claimant or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, plaintiff to the Indemnified Party shall fully cooperate with the Indemnifying of a written release from all liability in respect of such Third Party Claim, (ii) settle or compromise any Third Party Claim in connection therewith and any manner that may employ, at any time, a separate outside counsel to represent it; provided however, that adversely affect the Indemnified Party shall be solely responsible for or (iii) upon the costs and expenses issuance of any such separate outside counsel. If the Indemnified Party undertakes the defense an order of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, court of competent jurisdiction or enter into any judgment an arbitrator with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which appeal or otherwise challenge such order. Upon the settlement or compromise of any Third Party Claim, the order of a court of competent jurisdiction or arbitrator (if the Indemnified Party has claimed failed to consent to the appeal or challenge thereof) with respect thereto or the final, non-appealable order of any appellate court (if the Indemnified Party has consented to the appeal or challenge thereof) with respect thereto, as the case may be, any resulting settlement, award, damages or judgment shall claim a legal privilegebe paid (i) in the case of any such Third Party Claim with respect to which the Sellers are the Indemnifying Party, by the Sellers, and (ii) in the case of any such Third Party Claim with respect to which Buyer is the Indemnifying Party, by Buyer.

Procedure for Third Party Claims. The obligations 13.15.1 If any claim is brought by a third party, other than by a Tax Authority, (a "Third- Party Claim") against any member of the Purchaser's Group (the "Relevant Indemnified Party") in respect of which indemnification may be sought from (any of) the Sellers (the "Relevant Indemnifying Party") under this Agreement and liabilities of each Party with respect to Third-Party Claims shall be subject to which is not covered by the following terms and conditionsW&I Insurance Policy, the Purchaser shall: (a) in the event of an Individual Claim, notify the relevant Seller(s) (with a copy to the Sellers' Delegate in accordance with Clause 13.11 (Notification of potential claims) and Clause 13.12 (Notification of claims), as applicable; (b) in the event of a claim against all Sellers, notify the Sellers' Delegate in accordance with Clause 13.11 (Notification of potential claims) and Clause 13.12 (Notification of claims), as applicable; (c) not (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, make any admissions in relation to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to or (ii) compromise, dispose or settle the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Relevant Indemnifying Party; and (d) where the Relevant Indemnifying Party has delivered a Notice to the Relevant Indemnified Party if confirming the Relevant Indemnifying Party's acceptance of liability towards the Relevant Indemnified Party, on the terms and subject to the conditions of this Agreement in respect of such settlementclaim on the basis of the information provided by the Relevant Indemnified Party under Clause 13.12 (Notification of claims): (i) allow the Relevant Indemnifying Party to take such action as it at its sole discretion deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or judgment would result in contest the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, (including making counterclaims or claims against third parties) in the name of and on behalf of the Relevant Indemnified Party shall not settleand to control the conduct of any related proceedings, compromisenegotiations or appeals; and (ii) where the Relevant Indemnifying Party at its sole discretion deems it necessary to take any action under Clause (i) above, or enter into any judgment co-operate with respect to such Third-the Relevant Indemnifying Party Claim for which it is seeking or shall seek indemnification hereunder without as reasonably requested by the prior written consent of Relevant Indemnifying Party, which written consent including by at the Relevant Indemnifying Party's expense (A) furnishing all such documents, books and records and other information as the Relevant Indemnifying Party may reasonably request solely for the purpose referred to in (i) above, (B) giving all such assistance including access to premises and personnel during normal business hours, (C) giving the right to examine and copy or photograph any asset, account, document and record as the Relevant Indemnifying Party may reasonably request solely for the purpose referred to in (i) above, and (D) instructing professional or legal advisors as may be nominated by the Relevant Indemnifying Party to act on behalf of the Relevant Indemnified Party, but in accordance with the Relevant Indemnifying Party's reasonable instructions, it being agreed that, in each case, the Relevant Indemnifying Party shall not be unreasonably withheld, conditioned or delayed. (iii) The keep the Relevant Indemnified Party informed of all relevant matters relating to the claim and shall provide forward or procure to be forwarded to the Indemnifying Relevant Indemnified Party with access copies of all material external correspondence relating to all reasonably requested records and documents the claim other than such correspondence as is subject to legal or other professional privilege of the Indemnified Party relating to any Third-Party ClaimRelevant Indemnifying Party, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.provided that:

Procedure for Third Party Claims. The obligations and liabilities (a) Promptly after an Indemnified Party has received notice or has knowledge of each Party with any pending or threatened claim asserted by a third party or the commencement of any Action by a third party in respect to Third-Party Claims of which indemnification shall be subject sought by the Indemnified Party hereunder (a “Third Party Claim”), the Indemnified Party shall give each Indemnifying Party written notice (a “Claim Notice”) describing in reasonable detail the nature and basis of the Third Party Claim and, if ascertainable, the amount in dispute under the Third Party Claim. (b) Subject to the following terms and conditions: (i) Promptly upon receiving a written notice limitations set forth in this Section 4.3, in the event of a Third-Third Party Claim, the Indemnifying Party shall have the right (exercisable by written notice to the Indemnified Party within 30 days, or such longer period as the Parties may electagree, at its sole optionafter the Indemnifying Party has received a Claim Notice in respect of the Third Party Claim) to elect to conduct and control, to undertake the defense thereof by outside through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party and at the Indemnifying Party’s sole cost and expense, which outside counsel the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party: (i) has acknowledged and agreed in writing that, if the Third Party Claim is adversely determined, the Indemnifying Party shall be provide indemnification to the Indemnified Party in respect thereof; and (ii) if requested by the Indemnified Party, has provided evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party, by sending written notice of its election ’s financial ability to pay any Losses resulting from the Indemnified PartyThird Party Claim; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party may participate therein through separate counsel chosen by it and at its sole cost and expense. Notwithstanding the foregoing, if: (A) the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects shall not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written have given notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect of its election to such Third-conduct and control the defense of the Third Party Claim and shall include copies of materials submitted to Indemnified Party by within such 30 day period or such longer period as the Third-Party with respect to such Third-Party Claim.Parties may agree; (iiB) If the Indemnifying Party elects shall fail to undertake conduct such defense diligently and diligently pursue in good faith; (C) the defense Indemnified Party shall reasonably determine that use of a Third-counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict of interest; (D) the Third Party Claim hereunderis for injunctive, equitable or other non- monetary relief against the Indemnified Party; (E) the Indemnifying Party has not acknowledged and agreed in writing that, if the Third Party Claim is adversely determined, the Indemnifying Party shall control all aspects provide indemnification to the Indemnified Party in respect thereof; or (F) if requested by the Indemnified Party, the Indemnifying Party has not provided evidence reasonably satisfactory to the Indemnified Party of the defense and Indemnifying Party’s financial ability to pay any Losses resulting from the Third Party Claim, then, in each such case, the Indemnified Party shall have the right to control the defense, compromise or settlement of such Third-the Third Party Claim with counsel of its choice at the Indemnifying Party’s sole cost and expense. (c) In connection with any Third Party Claim, from and after delivery of a Claim Notice, the Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and Representatives to, cooperate fully in connection with the defense of such Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may settlebe reasonably requested by the Indemnifying Party or the Indemnified Party in connection therewith. In addition, the Party controlling the defense of any Third Party Claim shall keep the non- controlling Party advised of the status thereof and shall consider in good faith any recommendations made by the non-controlling party with respect thereto. (d) Except as set forth below, no Third Party Claim may be settled or compromised: (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). (e) Notwithstanding subsection 4.3(d): (i) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party if the Indemnified Party waives all rights against the Indemnifying Party to indemnification under this Article 4 with respect to such Third Party Claim or the Indemnified Party sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld, conditioned or delayed; and (ii) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a judgment settlement with respect to such Third-any Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Claim without the prior written consent of the Indemnified Party if such the judgment or settlement, compromise or judgment would result : (A) involves only the payment of money damages (all of which will be paid in the imposition of any non-monetary liability or obligation on the Indemnified Party. If full by the Indemnifying Party assumes control concurrently with the effectiveness thereof); (B) will not encumber any of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents assets of the Indemnified Party relating or any of its Affiliates and will not contain any restriction or condition that would apply to any Third-Party Claim, other than documents for which or adversely affect the Indemnified Party has claimed or shall claim any of its Affiliates or the conduct of business of the Indemnified Party or any of its Affiliates; and (C) includes a legal privilegecomplete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim and includes no admission of violation of applicable Laws or other wrongdoing.

Procedure for Third Party Claims. Each of the Convivia Indemnified Parties and Buyer Indemnified Parties entitled to indemnification pursuant to Section 9.1 (each, an “Indemnified Party”) shall notify the parties providing indemnification pursuant to Section 9.1 (each, an “Indemnifying Party”) in writing of any action against such Indemnified Party in respect of which the Indemnifying Parties are or may be obligated to provide indemnification on account of Section 9.1, promptly after the receipt of notice thereof. The obligations and liabilities omission of each any Indemnified Party with respect so to Third-notify the Indemnifying Parties of any such action shall not relieve an Indemnifying Party Claims from any liability which such Indemnifying Party may have to such Indemnified Party except to the extent such Indemnifying Party shall have been materially prejudiced by the omission of such Indemnified Party so to notify such Indemnifying Party, pursuant to this Section 9.4. In case any such action shall be subject to brought against any Indemnified Party and it shall notify the following terms and conditions: (i) Promptly upon receiving a written notice Indemnifying Parties of a Third-Party Claimthe commencement thereof, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party Parties shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Partyparticipate therein and, to the extent that the Indemnifying Parties may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Parties to such Indemnified Party is determined of their election so to assume and their assumption of the defense thereof, the Indemnifying Parties will not be obligated liable to indemnify such Indemnified Party under Section 9.1 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof nor for any settlement thereof entered into without the consent of the Indemnifying Parties; provided, however, that (i) if the Indemnifying Parties shall elect not to assume or do not assume the defense of such claim or action or (ii) if the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice reasonably determines (x) that there may be a conflict between the positions of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim Indemnifying Parties and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if in defending such settlement, compromise claim or judgment would result action or (y) that there may be legal defenses available to such Indemnified Party different from or in the imposition of any non-monetary liability or obligation on the Indemnified Party. If addition to those available to the Indemnifying Party assumes control of Parties, then separate counsel for the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the LEGAL_US_W # 56785586.12 Indemnified Party shall be solely responsible entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and the Indemnifying Parties, jointly and severally, shall be liable for the costs and any reasonable legal or other expenses of any such separate outside counsel. If incurred by the Indemnified Party undertakes in connection with the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayeddefense. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities (a) If any Person shall claim indemnification hereunder arising from any claim or demand of each a third party, the party seeking indemnification (the “Indemnified Party”) shall, within thirty days after receiving notice thereof, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. Notwithstanding the foregoing, neither the failure of the Indemnified Party with to so notify, nor any delay on the part of the Indemnified Party in so notifying, the Indemnifying Party of any such claim or demand shall relieve the Indemnifying Party of any indemnification obligation hereunder in respect to Third-Party Claims shall be subject thereof, except to the following terms extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced by such failure or delay (and conditions:then only to such extent). (ib) Promptly upon receiving a written notice Upon receipt of a Third-Party Claimthe foregoing notice, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosingthe claim or demand if (i) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and that the Indemnifying Party will indemnify the Indemnified Party against all Buyer Damages or Seller Damages, as applicable, resulting from or relating to such third-party claim for which outside counsel indemnification shall be owing pursuant to this Article X; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the third-party claim and fulfill its indemnification obligations hereunder; (iii) the third-party claim involves only money damages and does not seek an injunction or other equitable relief or involve Taxes of the Indemnified Party in any material respect; (iv) settlement of, or an adverse judgment with respect to, the third-party claim is not, in the good faith reasonable judgment of the Indemnified Party, likely to establish a precedent adverse to the continuing business interests of the Indemnified Party; (v) if the Indemnifying Party is a party to the Proceeding, the Indemnified Party has not determined in good faith that the Indemnifying Party’s undertaking the defense of the claim or demand for itself and the Indemnified Party would be inappropriate; and (vi) the defense of the third-party claim is conducted actively and diligently by legal counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may, by sending written counsel of its choice, participate in such Proceedings, negotiations or defense, at the expense of the Indemnified Party. (c) If (i) notice is given to the Indemnifying Party of a third-party claim as contemplated above, and the Indemnifying Party does not, within ten days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, or (ii) any of the conditions set forth in the first sentence of Section 10.3(b) above are or become unsatisfied, the Indemnified Party; provided however, that if, in the Indemnified Party’s and Party shall (upon notice to the Indemnifying Party’s reasonable judgment) have the right to undertake the defense, a conflict compromise or settlement of interest exists between the Indemnified Party such claim, and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify reimburse the Indemnified Party under this Agreement with respect promptly and periodically for the costs of defending the third-party claim (including the reasonable attorneys’ fees and expenses of such counsel) and shall remain responsible for any indemnifiable amounts arising from or related to such Thirdthird-Party Claim. The written notice of the Third-Party Claim shall contain all material information known party claim to the Indemnified fullest extent provided in this Article X. The Indemnifying Party with respect may elect to participate in such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party ClaimProceedings, negotiations or defense at any time at its own expense. (iid) If the Indemnifying Party elects to undertake and diligently pursue assumes the defense of a Thirdthird-party claim hereunder, (i) no compromise or settlement of the claims with respect thereto may be effected by the Indemnifying Party Claim hereunderwithout the Indemnified Party’s consent unless (x) there is no finding or admission of any violation of any Legal Requirement, and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (ii) the Indemnified Party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (e) If the Indemnified Party assumes the defense of a third-party claim hereunder based on the failure of one or more of the conditions set forth in Section 10.4(b)(ii)-(v), then (i) no compromise or settlement of the claims with respect thereto may be effected by the Indemnified Party without the Indemnifying Party’s consent unless and as part of such settlement the Indemnifying Party is released in writing from all liability with respect to such third party claim, other than the underlying claim for indemnification under this Article X and (ii) except as provided in clause (i) hereof, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment have no liability with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses settlement of any such separate outside counsel. If the Indemnified Party undertakes claim effected without its consent. (f) The parties shall cooperate in the defense of a Thirdall third-Party Claim party claims that may give rise to indemnification obligations hereunder. In connection with the defense of any such claim, each party shall make available to the Indemnified Party shall not settleparty controlling such defense any books, compromise, records or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all other documents within its control that are reasonably requested records and documents in the course of such defense. The parties shall also keep one another reasonably apprised of the Indemnified Party relating status of all third-party claims that may be subject to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeindemnification hereunder.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject If a Claim notified to the following terms and conditionsSellers’ Representative is a result of or connected with a Third Party Claim against or owed by the Purchaser or any of its Affiliates or the Group, then: (a) the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any Third Party Claim and the costs of the defense of such Third Party Claim and the amount of such settlement or resolution shall be Losses for which the Indemnified Parties are entitled to recover hereunder; provided, however, the amount payable to such third party in any such settlement or resolution that is entered into without the prior consent of the Sellers’ Representative shall not be conclusive evidence of the amount of Losses incurred by the Indemnified Parties in connection with such Third Party Claim (it being understood that if the Purchaser requests that the Sellers’ Representative consent to a settlement with a third party, the Sellers’ Representative shall not unreasonably withhold, condition or delay such consent and such consent shall be deemed to have been given unless the Sellers’ Representative shall have objected within fifteen (15) Business Days after a written request therefor by the Purchaser); (b) the Sellers’ Representative shall have the right to participate in any Third Party Claim (i) Promptly upon by timely receiving copies of all pleadings, notices and communications, and having a written notice reasonable right of a Third-Party Claim, access to any relevant books and records of the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel Company in furtherance of its own choosingright of participation in this Clause 12.5, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Third Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to execution by the Indemnifying Party is determined Sellers’ Representative of a non-disclosure agreement in form and substance reasonably satisfactory to be obligated to indemnify the applicable Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to extent that such Third-Party Claim materials contain confidential or propriety information and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation by giving input on the Indemnified Party. If materials provided to the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent itSellers’ Representative; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed.and (iiic) The Indemnified Party the Sellers’ Representative shall provide make available to the Indemnifying Party with Purchaser and any Group Company access to all relevant books and records during normal business hours, with the right to make copies thereof and/or take extracts therefrom, and such persons as the Purchaser may reasonably requested records and documents of request for assessing, contesting, disputing, defending, compromising or appealing the Indemnified Party relating to any Third-Third Party Claim, other than documents and shall attend any relevant proceedings as a witness to give evidence and prepare appropriately for which the Indemnified Party has claimed or shall claim a legal privilegesuch attendance.

Procedure for Third Party Claims. The obligations and liabilities of each (a) If any third Party shall notify any Party (the “Indemnified Party”) with respect to Third-Party Claims shall be subject to the following terms and conditions: any matter (i) Promptly upon receiving a written notice of a Third-“Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Section 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party may elect, at its sole option, from any obligation hereunder unless (and then solely to undertake the defense thereof by outside extent) the Indemnifying Party thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its own choosing, which outside counsel shall be choice reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and Party so long as (i) the Indemnifying Party’s reasonable judgment, a conflict of interest exists between Party notifies the Indemnified Party and in writing within five days after the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake has given notice of the defense of, and to compromise or settle, such Third-Third Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to will indemnify the Indemnified Party under this Agreement with respect to such Third-from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim. The written notice of , (ii) the Third-Indemnifying Party Claim shall contain all material information known provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any such settlementsettlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party not to be withheld unreasonably, compromise and (iii) the Indemnifying Party will not consent to the entry of any judgment or judgment enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Partynot to be withheld unreasonably. If the Indemnifying Party assumes control as a consequence of the defense under this Article 9entry into a judgment or settlement, the Indemnified Party receives an unconditional general release, it shall fully cooperate not be reasonable for the Indemnified Party to withhold its consent. (d) In the event any of the conditions in Section 6.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent ittherewith; provided however, that (ii) the Indemnifying Party will reimburse the Indemnified Party shall be solely responsible promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 6. (e) The Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties except to the extent that local counsel, in addition to such separate outside Parties’ regular counsel. If , is necessary or desirable in order to effectively defend against such action or proceeding. (f) Notwithstanding anything to the contrary contained in Sections 6.5(b) through (e), if an Indemnified Party undertakes shall have reasonably concluded that there may be defenses available to it which are different from, additional to or in conflict with those available to the defense of Indemnifying Party which is also a Third-Party Claim hereunderto such action or proceeding, the Indemnified Party may retain a separate law firm together with local counsel, if applicable, to represent it, and the Indemnifying Party shall promptly (but not more than 30 days after receipt of an invoice) pay the fees and expenses of such additional counsel. Provided, further, the Indemnifying Party shall not settlebe liable for the expenses of more than one separate law firm (in addition to any local counsel) in any one action or proceeding or series of related actions or proceedings in the same jurisdiction representing the Indemnified Parties who are Parties to such action or proceeding. To the extent the provisions of Section 2.7 are inconsistent with this Section 6.6, compromise, or enter into any judgment the terms of Section 2.7 shall apply to third party claims with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedTaxes. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims (a) If any claim or demand shall be subject asserted by a third party (other than audits or contests with taxing authorities relating to Taxes), in respect of which a Party (the following terms and conditions: “Indemnified Party”) proposes to demand indemnification by the other Party (ior Parties) Promptly upon receiving a written notice of a Third-(the “Indemnifying Party”) under Sections 7.2.1 or 7.2.2, the Indemnified Party Claim, shall promptly notify the Indemnifying Party in writing of such demand, setting forth in reasonable detail the basis for the claim and a reasonable estimate of the amount of such claim, if estimatible, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory have to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, except to the extent that the Indemnifying Party demonstrates that the defense of such third party claim or demand is determined prejudiced by the Indemnified Party’s failure to be obligated give such notice. The Indemnifying Party shall have the right to indemnify assume the entire control of the defense, compromise or settlement thereof (including the selection of counsel), subject to the right of the Indemnified Party under this Agreement to participate (with respect to counsel of its choice, but the fees and expenses of such Third-Party Claimadditional counsel shall be at the expense of the Indemnified Party). The written notice Indemnifying Party will not compromise or settle any such action, suit, proceeding, claim or demand (without the consent of the Third-Party Claim Indemnified Party, which shall contain all material information known not be unreasonably withheld or delayed) other than, after consultation with the Indemnified Party, an action, suit, proceeding, claim or demand to be settled by the payment of money damages and/or the granting of releases, provided that no such settlement or release shall acknowledge the Indemnified Party’s liability for future acts or obligate the Indemnified Party with respect to such Third-Party Claim and shall include copies activities of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Athena without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (b) Except as provided herein, Parent shall have the right to control and make decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes payable by Athena, including selection of counsel and selection of a forum for such contest, unless such audit or proceeding reasonably may be anticipated to affect or create a liability for Taxes for which Seller is responsible, including by reason of the indemnity provided under Section 7.2.2, in which case, (i) Parent and its Affiliates, Athena, and Seller shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Seller shall have the right (but not the obligation) to participate in such audit or proceeding at Seller’s expense, directly and though counsel selected by Seller, each of whom shall be provided at Seller’s request with such authorization by Athena, under powers of attorney or otherwise, as is reasonably necessary to obtain relevant information from, and negotiate with, the relevant taxing authority in such audit or proceeding and otherwise fully participate directly in all aspects of such audit or proceeding, and (iii) Parent shall not enter into any agreement with the relevant taxing authority pertaining to issues involved in or the conduct of such audit or proceeding without the written consent of Seller, which consent shall not unreasonably be withheld, provided that Parent may, without the written consent of Seller, enter into such an agreement provided that Parent shall have agreed in writing by prior notice to Seller to accept responsibility and liability for the payment of all Tax liabilities arising directly or indirectly from such agreement and to forego any indemnification under this Agreement with respect to such Taxes, and otherwise to release Seller from and indemnify Seller against any liability in respect of such Taxes. (c) Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to Athena, which may give rise to Liability of another Party hereto, shall promptly notify such other Party within ten (10) Business Days of the receipt of such notice. The Parties agree to consult with and keep each other informed as to matters related to any audit or judicial or administrative proceedings involving Taxes for which indemnification may be sought hereunder, including, without limitation, any settlement negotiations. To the extent any determination of Tax liability of Athena, whether as the result of an audit or examination, a claim for refund, the filing of an amended Tax Return or otherwise, results in any refund or credit of overpaid Taxes attributable to any taxable period (or portion thereof under the principles of Section 7.6.2) which ends on or before the Closing Date, Parent shall promptly pay the amount of such refund or credit that is received or applied for the benefit of Parent or its Affiliates along with any interest actually received or credited thereon to Seller, upon receipt thereof by Parent or its Affiliates, but only to the extent that such refund or credit is (i) not attributable to net operating loss or other carrybacks from taxable periods (or portions thereof) ending after the Closing Date, or (ii) is in excess of the portion of such refund reflected in the calculation of the Net Assets Adjustment to the Purchase Price. (d) Any indemnity payment or payment of Tax by Seller as a result of any audit or contest shall be reduced by the correlative amount, if any, by which any Tax of Parent or its Affiliates is actually reduced for taxable periods or portions thereof ending after the Closing Date. All other refunds of Tax of Parent or its Affiliates for such taxable periods shall be the property of Parent. (e) The Indemnified Party shall provide cooperate fully in all respects with the Indemnifying Party with access in any defense, compromise or settlement, subject to this Section 7.2.3 including, without limitation, by making available all reasonably requested pertinent books, records and documents of other information and personnel under its control to the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeIndemnifying Party.

Procedure for Third Party Claims. The obligations and liabilities An Indemnified Party that desires to seek indemnification under any part of each Party this Section 7 with respect to Third-Party Claims any actions, suits or other administrative or judicial proceedings (each, an "Action") that may be instituted by a third party shall be subject to the following terms and conditions: (i) Promptly upon receiving a written give each Indemnitor prompt notice of a Third-Party Claimthird party's institution of such Action. After such notice, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory solely to the extent requested by such Indemnified Party, by sending written notice of its election any such Indemnitor shall participate in such Action or assume the defense thereof, with counsel satisfactory to the such Indemnified Party; provided provided, however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled have the right to undertake participate at its own expense in the defense ofof such Action; and provided, and to compromise or settlefurther, such Third-Party Claim on behalf, for that the account, and at the risk of the Indemnifying Party, Indemnitor shall not consent to the extent that entry of any judgment or enter into any settlement, except with the Indemnifying Party is determined to be obligated to indemnify the written consent of such Indemnified Party under this Agreement with respect (which consent shall not be unreasonably withheld), that (i) fails to include as an unconditional term thereof the giving by the claimant or plaintiff to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with of a release from all Liability in respect to of any such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. Action, or (ii) If grants the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise claimant or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into plaintiff any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on injunctive relief against the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel elects to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes assume the defense of a Third-Party Claim hereundersuch Action, any such Indemnitor shall have the Indemnified Party right to participate at its own expense in the defense of such Action. Any failure to give prompt notice under this Section 7.4 shall not settlebar an Indemnified Party's right to claim indemnification under this Section 7, compromise, or enter into any judgment with respect except to the extent that an Indemnitor shall have been harmed by such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedfailure. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party Other than with respect to Third-Party Claims shall be subject to the following terms and conditions:Taxes covered by Section 9.10(h): (ia) Promptly upon receiving a written after receipt by an Indemnified Party of notice of the commencement of any Action against it by any Person who is not a Third-Party Claimparty to this Agreement, the or an Affiliate of such a Person, for which an Indemnifying Party may elect, at its sole option, is obligated to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claimprovide indemnification under this Agreement, such Indemnified Party shall will, if a claim is to be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the made against an Indemnifying Party, give written notice to the Indemnifying Party of the commencement of such Action, together with a copy of the claim, process or other legal pleading; provided, however, that the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is determined prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Action referred to in Section 9.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Action, the Indemnifying Party will be obligated entitled to indemnify participate in such Action and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Action and the Indemnified Party reasonably determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such Action with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party will not, so long as it diligently conducts such defense, be liable to the Indemnified Party under this Agreement Article IX for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to Action, in each case subsequently incurred by the Indemnified Party in connection with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified PartyAction. If the Indemnifying Party assumes control the defense of the defense under this Article 9Action, the Indemnified Party shall fully will cooperate in good faith with the Indemnifying Party in connection therewith such defense and will have the right to participate in the defense of such Action assisted by counsel of its own choosing and at its own expense. If the Indemnifying Party assumes the defense of an Action, (i) no compromise or settlement of such claims may employbe effected by the Indemnifying Party without the Indemnified Party’s consent (which consent will not be unreasonably withheld, at conditioned or delayed) unless (A) there is no finding or admission of any timeviolation of Applicable Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, a separate outside counsel to represent itand (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; provided however, that and (ii) the Indemnified Party shall be solely responsible for will have no liability with respect to any compromise or settlement of such claims effected without its consent if such consent is required by this sentence. If notice is given to an Indemnifying Party of the costs and expenses commencement of any such separate outside counsel. If Action and the Indemnifying Party does not, within 30 days after the Indemnified Party’s notice is given, give notice to the Indemnified Party undertakes of its election to assume the defense of a Third-such Action, the Indemnifying Party Claim hereunder, will be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-which the Indemnifying Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Partyconsents, which written consent shall by the Indemnifying Party may not be unreasonably withheld, conditioned or delayed. (iiic) The Notwithstanding the foregoing, if an Indemnified Party shall provide the determines in good faith that there is a reasonable probability that an Action for which an Indemnifying Party with access is obligated to all provide indemnification under this Agreement is reasonably requested records and documents likely to have a Material Adverse Effect upon it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party relating may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Action, but the Indemnifying Party, although still liable for the payment of all reasonable legal fees, costs and expenses incurred in connection therewith, will not be bound by any Third-Party Claimdetermination of an Action so defended or any compromise or settlement effected without its consent (which may not be unreasonably delayed, other than documents for which conditioned or withheld). ABX and the Indemnified Party has claimed or shall claim a legal privilegeSellers, acting through the Sellers Representative, agree to act reasonably and in good faith in determining whether to settle, compromise, defend and/or appeal any claim.

Procedure for Third Party Claims. (a) The party seeking indemnification under this Article VIII (the "INDEMNIFIED PARTY") shall give reasonably prompt written notice to the designated representative of the party from whom the indemnification is claimed (the "INDEMNIFYING PARTY") of any and all Losses or potential Losses arising out of or resulting from any claim, action, suit or proceeding brought by any third party in connection with any litigation, administrative proceedings or similar actions (collectively, "THIRD PARTY CLAIMS") that such Indemnified Party believes it is entitled to indemnification under Section 8.1, together with an estimate of the amount in dispute thereunder and a copy of any claim, process, legal pleadings or correspondence with respect thereto received by the Indemnified Party; PROVIDED, HOWEVER, that the failure of the Indemnified Party to give notice as provided in this Section 8.2(a) shall not affect the indemnification obligations hereunder except to the extent that such indemnification obligations are actually prejudiced or materially increased by such failure to give notice. Within thirty (30) days of receipt of such notice, the Indemnifying Party may, by written notice to the Indemnified Party, assume the defense of such Third Party Claim through counsel of its own choosing and liabilities with all expenses thereof, in which event the Indemnified Party may participate in the defense thereof with all expenses thereof to be paid by such Indemnified Party, PROVIDED that such Indemnified Party shall have the right to employ separate counsel to represent if (i) one or more legal defenses are available to the Indemnified Party that are not available to the Indemnifying Party, or (ii) a conflict of each interest between the Indemnifying Party and such Indemnified Party exists with respect to Third-such Third Party Claims Claim which, without waiver by such Indemnified Party, would prevent counsel selected by the Indemnifying Party from acting on behalf of such Indemnified Party, in which case all reasonable expenses of such separate counsel shall be subject paid by the Indemnifying Party. If the Indemnifying Party fails to assume the following terms and conditions: (i) Promptly upon receiving defense of such Third Party Claim by delivering a written notice of a Third-its intent to assume such defense within thirty (30) days of receipt of the initial notice thereof, or thereafter abandons or fails to diligently pursue such defense, the Indemnified Party may assume such defense and the reasonable fees and expenses of its counsel shall be paid by the Indemnifying Party. In the event the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and 38 Agreement and Plan of Merger make available to the Indemnifying Party all pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party, with all reasonable expenses of the Indemnified Party incurred in connection therewith to be paid by the Indemnifying Party. In the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party may electshall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such records, at its sole option, to undertake materials and information in the defense thereof Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, with all expenses incurred in connection therewith to be paid by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment. Notwithstanding anything in this Section 8.2(a) to the contrary, (x) in the event of a conflict of interest exists between claim with respect to which the Indemnifying Party has agreed to assume the defense thereof without providing the Indemnified Party prior written notification that it is reserving the right to contest liability therefor, the Indemnifying Party shall not thereafter be entitled to dispute, and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects hereby agrees not to defend or otherwise does not promptly defend such Third-Party Claimdispute, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect Party's right to such Third-Party Claim. The written notice indemnification therefor pursuant to Section 8.1 hereof or any subsequent claims of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Third Party Claim, and (y) in the event of a claim with respect to which the Indemnifying Party has agreed to assume the defense thereof while notifying the Indemnified Party that it is reserving the right to contest liability therefor, the Indemnified Party may (within 30 days after receipt of notice of such reservation of rights) elect to retain or assume the defense of such Third Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control be entitled to inform the Indemnified Party that all aspects costs of the defense and settlement investigation in respect of such Third-Third Party Claim shall constitute disputed expenses and may settle, compromise or enter into each Notice of Expenses in respect thereof shall be deemed to have prompted a judgment with respect to such Third-Party Claim; provided that the Notice of Disputed Expenses under Section 8.2(d). (b) The Indemnifying Party shall not enter into any such settlementnot, compromise or judgment without with out the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof. No Third Party Claim for which indemnity is sought under Section 8.1 shall be settled by the Indemnified Party without the written consent of the Indemnifying Party; PROVIDED, HOWEVER, that the Indemnified Party may settle a Third Party Claim without the written consent of the Stockholder's Representative if the Stockholder's Representative has not assumed the defense of such Third Party Claim and does not promptly pay the cost of defending and investigating such Third Party Claim, including reasonable fees of the counsel to the Indemnified Party, in accordance with Section 8.2(d). Upon the settlement or compromise of any Third Party Claim in accordance with the terms hereof or the final, non-appealable order of a court of competent jurisdiction or arbitrator with respect thereto, as the case may be, any resulting settlement, award, damages or judgment for which indemnification is sought shall be paid by the Indemnifying Party pursuant to a written notice from the Indemnified Party acknowledged by the Indemnifying Party (a "NOTICE OF PAYMENT"), such acknowledgement not to be unreasonably withheld or delayed. (iiic) Notwithstanding anything in this Section 8.2 to the contrary, if it is reasonably likely that, as a result of the limitations set forth in Section 8.3(a), an Indemnified Party would be indemnified for less than 50% of the reasonably anticipated Losses with respect to any Third Party Claim, then the Indemnified Party shall unilaterally determine the manner of defense and resolution of such Third Party Claim, and, upon the resolution thereof, the Indemnified Party shall submit a Notice of Claim to the Indemnifying Party therefor in accordance with the 39 Agreement and Plan of Merger procedures set forth in Section 8.2(a) hereof with respect to any Losses which are not recoverable within the limitations set forth in Section 8.3(a). (d) Subject to the last sentence of Section 8.2(a), all costs of investigating and defending Third Party Claims to be paid by the Indemnifying Party pursuant to Section 8.3(a) shall be submitted for payment as set forth in this paragraph. The Indemnified Party shall provide may seek reimbursement for such expenses in connection with any Third Party Claim by submitting a written claim therefor (a "NOTICE OF EXPENSES") to the Indemnifying Party, including reasonable documentation substantiating such expenses. Unless within thirty (30) days of receipt of such Notice of Expenses, the Indemnifying Party, as the case may be, objects in writing to the payment of such expenses (a "NOTICE OF EXPENSES DISPUTE"), the Indemnifying Party shall pay such expenses. In the event of any dispute with access respect to all reasonably requested records and documents such expenses, payment shall be made only to the extent of the undisputed amount pending the resolution of such dispute in accordance with the provisions of this Section 8.2(d). The amount in dispute as set forth in the Notice of Expenses Dispute shall, after such Notice of Expenses Dispute has been given, not be payable until receipt of a final, non-appealable order or determination from an arbitrator or a court of competent jurisdiction setting forth the resolution of such dispute. To the extent that any dispute by the Indemnifying Party of a Notice of Expenses submitted by the Indemnified Party relating to materially hinders the investigation or defense of any Third-Third Party Claim, other than documents the obligation to indemnify Losses in respect of such Third Party Claim shall be increased by the amount of Losses incurred as a result of such material hindrance. (e) The designated representative for which receiving all claims for indemnification under this Article VIII shall be the Indemnified Party has claimed or shall claim a legal privilegeParent on behalf of the Parent and the Purchaser and the Stockholders' Representative for the Stockholders.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (ia) Promptly upon Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may elect, at its sole optiondiscretion elect to participate in the investigation and defence of the Third Party Claim, subject to undertake the defense thereof by outside counsel terms of this Section. The Indemnifying Party may also at its sole discretion elect to assume the investigation and defence of the Third Party Claim, subject to the terms of this Section. An Indemnifying Party may not participate in or assume the investigation or defence of a Third Party Claim if it relates to Taxes of the Indemnified Party. (b) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its own choosingelection within 30 days of Indemnifying Party’s receipt of notice of the Third Party Claim. and acknowledge in writing that the Indemnifying Party is responsible to indemnify the Indemnified Party for the Third Party Claim in accordance with and subject to the terms of this Article 9. (c) The Indemnifying Party may not assume the investigation and defence of a Third Party Claim if: (i) the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Party determines, acting reasonably and in good faith, that joint representation would be inappropriate; (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; or (iii) the Third Party Claim seeks relief against the Indemnified Party other than monetary damages or the Indemnified Party determines, acting reasonably and in good faith, that there is a reasonable probability that the Third Party Claim may adversely affect it or its affiliates, other than as a result of monetary damages for which outside it would be entitled to indemnification under this Agreement, and the Indemnified Party has notified the Indemnifying Party that it will assume the exclusive right to defend, compromise or settle the Third Party Claim. (d) If the Indemnifying Party assumes the investigation and defence of a Third Party Claim: (i) the Indemnifying Party will pay for all costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel shall or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; (ii) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; (iii) the Indemnified Party will not contact or communicate with the Person making the Third Party Claim without the prior written consent of the Indemnifying Party, unless required by applicable Law; and (iv) legal counsel chosen by the Indemnifying Party to defend the Third Party Claim must be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and acting reasonably. (e) If the Indemnifying Party with respect (i) is not entitled to such Third-assume the investigation and defence of a Third Party Claim under , other than , (ii) does not elect to assume the investigation and defence of a Third Party Claim, or if (iii) assumes the Indemnifying investigation and defence of a Third Party elects not Claim but fails to defend diligently pursue such defence, or otherwise does not promptly defend such Third-Party Claim, such the Indemnified Party shall be entitled concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Party has the right (but not the obligation) to undertake the defense ofdefence of the Third Party Claim and, thereafter, compromise and to compromise or settle, such Third-settle the Third Party Claim on behalf, for the account, and at the risk of responsibility for payment of the Indemnifying PartyThird Party Claim, and at the cost and expense (to the extent that such costs and expenses are reasonable) of the Indemnifying Party. In the case where the Indemnifying Party fails to diligently pursue the defence of the Third Party Claim or the Indemnified Party concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Party may not assume the defence of the Third Party Claim unless the Indemnified Party gives the Indemnifying Party written demand to diligently pursue the defence and the Indemnifying Party fails to do so within 14 days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal. (f) If, under , the Indemnifying Party is determined not entitled to be obligated to indemnify assume the Indemnified Party under this Agreement with respect to such Third-investigation and defence of a Third Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects will not be bound by any determination of the defense and Third Party Claim or any compromise or settlement of such Third-the Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that effected without the consent of the Indemnifying Party shall (which consent may not enter into any such settlement, be unreasonably withheld or delayed). (g) The Indemnifying Party will not be permitted to compromise or judgment settle or remedy or to cause a compromise or settlement or remedy of a Third Party Claim without the prior written consent of the Indemnified Party if such settlementParty, which consent may not be unreasonably withheld or delayed, unless: (i) the terms of the compromise or judgment would result settlement or remedy require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement; (ii) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim; and (iii) the Indemnified Party receives, as part of the compromise or settlement or remedy, a legally binding and enforceable unconditional release from any and all obligations or liabilities it may have with respect to the Third Party Claim. Such release must be, in the imposition of any non-monetary liability or obligation on form and substance, satisfactory to the Indemnified Party, acting reasonably. For greater certainty, the term “remedy”, as used in this Section 9.6(g), shall not refer to any decision or other determination of the relevant matter by a court. (h) The Indemnified Party and the Indemnifying Party agree to keep the other fully informed of the status of any Third Party Claim and any related proceedings. If the Indemnifying Party assumes control the investigation and defence of the defense under this Article 9a Third Party Claim, the Indemnified Party will, at the request and expense of the Indemnifying Party use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Party shall, at the request (upon reasonable notice) and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Party, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Party shall fully cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses defence of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations If the claim notified by Seller or Purchaser (as such, the “Indemnified Party”) to Purchaser or Seller (as such, the “Indemnifying Party”) is a result of or in connection with a claim by or liability to a third party and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party admits such claim is covered by the indemnity provisions of Clause 8.7.3 or Clause 8.7.4, as the case may electbe, at its sole option, then: 11.6.1 no admissions in relation to undertake the defense thereof by outside counsel of its own choosing, which outside counsel such third party claim shall be reasonably satisfactory to made by or on behalf of the Indemnified Party, by sending written notice Party or any Affiliate of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claimclaim shall not be compromised, disposed of or if settled without the written consent of the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party; 11.6.2 the Indemnifying Party shall be entitled at its own expense, by written notice sent to undertake the defense ofIndemnified Party within 10 Business Days after receipt by the Indemnifying Party of notice of such claim (and the Indemnified Party shall procure that its relevant Affiliates co-operate as is reasonably necessary to allow the Indemnifying Party) to assume the defence, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk sole cost and expense of the Indemnifying Party, and to the extent that take such action as the Indemnifying Party is determined deems reasonably necessary to be obligated to indemnify avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties) in the name of and on behalf of the Indemnified Party under this Agreement with respect or Affiliate thereof and to such Third-Party Claim. The written notice control the conduct of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunderany related proceedings, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlenegotiations or appeals, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into settle or compromise any such settlement, compromise claim or judgment demand without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, it being agreed that it shall be deemed reasonable for the Indemnified Party if such settlement, compromise or judgment would result in the imposition to withhold its consent for any settlement that includes anything other than a monetary settlement and a complete release of any non-monetary liability or obligation on the Indemnified Party. If ; and 11.6.3 where the Indemnifying Party assumes control has issued a notice pursuant to Clause 11.6.2, the Indemnified Party shall, and shall procure that its relevant Affiliates shall give, subject to their being paid all reasonable costs and expenses, all such information and assistance including reasonable access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Indemnifying Party may reasonably request for the purpose referred to in Clause 11.6.2, including instructing such professional or legal advisers as the Indemnifying Party may nominate to act on behalf of the defense under this Article 9Indemnified Party or its Affiliates concerned but in accordance with the Indemnifying Party’s instructions, it being agreed that the Indemnifying Party shall keep the Indemnified Party informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Indemnified Party copies of all external correspondence (other than such correspondence as is subject to any legal professional privilege of the Indemnified Party or any of its Affiliates) relating to the claim; 11.6.4 notwithstanding the foregoing, the Indemnified Party shall fully cooperate with have the right to employ separate counsel, the reasonable costs of which shall be for the Indemnifying Party’s expense, and solely to control the Indemnified Party’s defence of such asserted liability if in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any that would make such separate outside counsel. If representation necessary under the Indemnified Party undertakes the defense applicable canons of a Third-Party Claim hereunderethics, provided that in such event, the Indemnified Party shall not settle, compromise, settle or enter into compromise any judgment with respect to such Third-Party Claim for which it is seeking claim or shall seek indemnification hereunder demand without the prior written consent of the Indemnifying Party, which written such consent shall not to be unreasonably withheld, conditioned withheld or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations 10.7.1 Buyer, on the one hand, and liabilities the Sellers on the other, (the "Indemnified Party"), shall give reasonably prompt written notice to the other (the "Indemnifying Party") of each Party any claim or event with respect to Third-which the Indemnified Party Claims shall believes it is or may be subject entitled to the following terms and conditions: indemnification pursuant to this Article 10 resulting from any claim, action, suit or proceeding brought by any third party in connection with any litigation, administrative proceedings or similar actions (i) Promptly upon receiving a written notice including, without limitation, claims by any assignee or successor of a Third-party hereto or any governmental agency) (collectively, "Third Party ClaimClaims"), together with an estimate of the Indemnifying Party may electamount in dispute thereunder and a copy of any claim, at its sole optionprocess, to undertake the defense thereof legal pleadings or correspondence with respect thereto received by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided provided, however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict failure of interest exists between the Indemnified Party and to give such notice shall not relieve the Indemnifying Party with respect to such Third-Party Claimof its obligations hereunder, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, except to the extent that the Indemnifying Party is determined prejudiced by such failure to give notice. Within ten days of receipt of such notice, the Indemnifying Party may, by written notice to the Indemnified Party, assume the defense of such Third Party Claim through counsel of its own choosing (which counsel shall be reasonably acceptable to the Indemnified Party) with all fees and expenses thereof to be obligated to indemnify paid by the Indemnifying Party, in which event the Indemnified Party under this Agreement may participate in the defense thereof at its sole expense, provided that such Indemnified Party shall have the right to employ separate counsel to represent such Indemnified Party if, in such Indemnified Party's reasonable judgment, a conflict of interest between the Indemnifying Party and such Indemnified Party exists with respect to such Third-Third Party Claim, with all fees and expenses of such separate counsel to be paid by the Indemnifying Party. The If the Indemnifying Party fails to assume the defense of such Third Party Claim by filing to deliver a written notice of the Third-Indemnifying Party's intention to assume such defense within ten days after receipt of the initial notice thereof, or thereafter abandons or fails to diligently pursue such defense (and only in such circumstances), the Indemnified Party may assume such defense and the fees and expenses of its counsel will be paid by the Indemnifying Party. If the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party shall contain cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all material pertinent records, materials, and information known in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party, with all expenses incurred in connection therewith to be paid by the Indemnifying Party. Similarly, if the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such records, materials and information in the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, with all expenses incurred in connection therewith to be paid by the Indemnifying Party. Notwithstanding anything in this Section 10.6 to the contrary, however, if a claim shall be made with respect to which the Indemnifying Party has agreed to assume the defense thereof, the Indemnifying Party shall not thereafter be entitled to dispute, and hereby agrees not to dispute, the Indemnified Party's right to indemnification therefor pursuant to Article 10 hereof or any subsequent claims of the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the 10.7.2 The Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlenot, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party if such settlement, compromise Claim or judgment would result in consent to the imposition entry of any non-monetary liability judgment which does not include as an unconditional term thereof the delivery by the claimant or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, plaintiff to the Indemnified Party shall fully cooperate with the Indemnifying of a written release from all liability in respect of such Third Party Claim, (ii) settle or compromise any Third Party Claim in connection therewith and any manner that may employ, at any time, a separate outside counsel to represent it; provided however, that adversely affect the Indemnified Party shall be solely responsible for or (iii) upon the costs and expenses issuance of any such separate outside counsel. If the Indemnified Party undertakes the defense an order of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, court of competent jurisdiction or enter into any judgment an arbitrator with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which appeal or otherwise challenge such order. Upon the settlement or compromise of any Third Party Claim, the order of a court of competent jurisdiction or arbitrator (if the Indemnified Party has claimed failed to consent to the appeal or challenge thereof) with respect thereto or the final, non-appealable order of any appellate court (if the Indemnified Party has consented to the appeal or challenge thereof) with respect thereto, as the case may be, any resulting settlement, award, damages or judgment shall claim a legal privilegebe paid (i) in the case of any such Third Party Claim with respect to which the Sellers are the Indemnifying Party, by the Sellers, and (ii) in the case of any such Third Party Claim with respect to which Buyer is the Indemnifying Party, by Buyer.

Procedure for Third Party Claims. The obligations and liabilities 4.3.1 Despite any other provision of each this Agreement, if the Indemnified Party is required by applicable law to make a payment into court, into escrow, or to any third party, with respect to Third-a Third Party Claims shall be subject Claim before the completion of related settlement negotiations or legal proceedings, the Indemnified Party may make the required payment and the Indemnifying Party will, promptly after demand by the Indemnified Party, reimburse the Indemnified Party for the required payment made. If the Indemnifying Party makes that reimbursement in full, and if the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which the required payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the following terms and conditions:Indemnified Party, the Indemnified Party will, promptly after recovery of the surplus amount left over from the required payment, pay that surplus amount to the Indemnifying Party. (i) Promptly upon receiving 4.3.2 The Indemnified Party will promptly deliver to the Indemnifying Party copies of all correspondence, notices, assessments or other written communication received by the Indemnified Party in respect of any Third Party Claim. 4.3.3 The Indemnified Party will not negotiate, settle, compromise or pay any Third Party Claim with respect to which it has asserted or proposes to assert a Claim, without the prior consent of the Indemnifying Party, which consent will not be unreasonably withheld. 4.3.4 The Indemnified Party will not cause or permit the termination of any right of appeal in respect of any Third Party Claim without first giving the Indemnifying Party written notice of the contemplated or potential termination in sufficient time to grant the Indemnifying Party an opportunity to contest the Third Party Claim. 4.3.5 If the Indemnifying Party first acknowledges in writing its obligation to satisfy a Third-Third Party Claim to the extent of any binding determination or settlement in connection with it (or enters into arrangements otherwise satisfactory to the Indemnified Party), in any legal or administrative proceeding (including any audit with respect to taxes) in connection with the matters forming the basis of that Third Party Claim, the following will apply: 4.3.5.1 the Indemnifying Party may electwill have the right, by written notice delivered to the Indemnified Party within five Business Days of receipt by the Indemnifying Party of the notice of a Third Party Claim, and subject to the right of any insurer or other third party to assume carriage and control of the negotiation, defence or settlement of a Third Party Claim, to assume carriage and control of the negotiation, defence or settlement of a Third Party Claim and the conduct of any related legal or administrative proceedings at the expense of the Indemnifying Party and by its own counsel; 4.3.5.2 if the Indemnifying Party elects to assume carriage and control, the Indemnified Party will have the right to participate at its sole optionown expense in the negotiation, to undertake the defense thereof defence or settlement of a Third Party Claim assisted by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice ; 4.3.5.3 each of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect will make all reasonable efforts to such Third-make available to the Party who has assumed carriage and control of the negotiation, defence or settlement of a Third Party Claim, those of its employees whose evidence or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense ofassistance is necessary, and to compromise or settleall documents, such Third-Party Claim on behalfrecords and other materials in its possession and control that are required, for the account, evaluation and at the risk defence of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Third Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.;

Procedure for Third Party Claims. The obligations and liabilities of each (a) If any third Person shall commence an Action against any Indemnified Party with respect to Third-any matter (a “Third Party Claims Action”) which may give rise to a claim for indemnification under Article VIII, then the Indemnified Party shall be subject notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the following terms specific provisions of this Agreement in respect of which it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such failure to give notice. The Indemnifying Party will have thirty (30) days from the delivery of such Third Party Action Notice (the “Response Period”) to determine whether or not (i) the Indemnifying Party will, at its sole cost and conditionsexpense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Washington, D.C. time on the last day of the Response Period, (ii) responds to the Third Party Action Notice, but disputes the claim for indemnity hereunder and elects not to assume the defense, or (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, the Indemnified Party shall have the right to defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the Indemnified Party shall deem appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 9.5 hereof. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 9.5 hereof. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the such defense thereof by outside counsel of its own choosing, which outside counsel or settlement shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to the extent that items (v) and (vi) below; (ii) the Indemnifying Party is determined to be obligated to indemnify and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known Party, provide periodic updates to the Indemnified Party with respect in order to keep the Indemnified Party reasonably informed as to its conduct of such Third-Party Claim defense or settlement, and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, not compromise or enter into a judgment with respect to settle such Third-Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Action without the prior written consent of the Indemnified Party if (not to be unreasonably withheld or delayed) unless such settlementsettlement or compromise does not subject the Indemnified Party to any monetary liability, compromise and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may elect to employ its own counsel and participate in such defense or judgment would result in the imposition of any non-monetary liability or obligation on settlement at the Indemnified Party. If ’s sole cost and expense, but the control of such defense and the settlement shall rest with the Indemnifying Party; (vi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, the Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party assumes shall not be obligated to pay the fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party has been advised by counsel that (x) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the Indemnifying Party with respect to such Third Party Action; or (B) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party for the defense or settlement of such Third Party Action; provided, however, that the assumption of control of the defense under this Article 9, or settlement of a Third Party Action by the Indemnified Party pursuant to this item (vi) shall fully cooperate with not relieve the Indemnifying Party in connection therewith of its obligation to indemnify and may employ, at any time, a separate outside counsel to represent it; provided however, that hold the Indemnified Party harmless; and (vii) in no event shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes consent to the defense entry of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, any judgment or enter into any judgment settlement with respect to such Third-Third Party Claim for which it is seeking or shall seek indemnification hereunder Action without the prior written consent of the Indemnifying Party, Party (which written consent shall not be unreasonably withheld, conditioned withheld or delayed). (e) Subject to the other provisions of this Section 8.4, the Damages resulting from the settlement or the final, non-appealable adjudication of such Third Party Action, or that portion thereof as to which the defense is unsuccessful, shall promptly be paid by the Indemnifying Party to the Indemnified Party if the Indemnifying Party: (i) does not respond to a Third Party Action Notice by 5:00 p.m., Washington, D.C. time on the last day of the Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity; (iii) The Indemnified does not elect to defend against any Third Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of Action for which it disputes the Indemnified Party’s right to indemnity, and such dispute is resolved, in accordance with Section 9.5, in a manner affirming the Indemnified Party’s right to indemnity; (iv) elects to defend against any Third Party relating to any Third-Party Claim, other than documents Action for which it does not dispute the Indemnified Party’s right to indemnity hereunder; or (v) elects to defend against any Third Party has claimed or shall claim Action for which it does dispute the right to indemnity, to the extent the dispute is resolved in a legal privilegemanner affirming the Indemnified Party’s right to indemnity.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (a) In the event that any written claim or demand for which a party (the “Indemnifying Party”) may have liability to the following terms and conditions: other party (ithe “Indemnified Party”) Promptly upon receiving hereunder is asserted against or sought to be collected from any Indemnified Party by a written notice of third party, including a Third-Tax Claim other than a Section 7.4(d) Tax Claim (a “Third Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim”), such Indemnified Party shall be entitled to undertake promptly, but in no event more than sixty (60) days following such Indemnified Party’s receipt of a Third Party Claim, notify the defense of, and to compromise or settle, Indemnifying Party in writing of such Third-Third Party Claim on behalf, for and the account, and at amount or the risk estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim) (a “Claim Notice”); provided that no delay on the part of the Indemnified Party in giving any such notice of a Third Party Claim shall relieve the Indemnifying Party, Party of any indemnification obligations hereunder except to the extent that the Indemnifying Party is determined materially prejudiced by such delay. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice (the “Notice Period”) to be obligated to indemnify notify the Indemnified Party under this Agreement with respect that it desires to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to defend the Indemnified Party with respect to against such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iib) If In the event that the Indemnifying Party elects notifies the Indemnified Party within the Notice Period that it desires to undertake and diligently pursue defend the defense of Indemnified Party against a Third-Third Party Claim hereunderClaim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control all aspects of the such defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not enter into the obligation, to participate in any such settlementdefense and to employ separate counsel of its choosing at its sole cost and expense. The Indemnifying Party shall not, compromise or judgment without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed), settle, compromise or consent to the entry of any judgment in respect of any Third Party Claim if any Indemnified Party is a party to the applicable claim or has been actually threatened to be made a party thereto unless such settlement, compromise or judgment would result consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim and provides solely for monetary relief to be satisfied by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of the defense against any Third Party Claim if: (i) the Indemnifying Party does not assume the defense thereof promptly, but in any event, within the imposition Notice Period; (ii) the Indemnifying Party does not conduct the defense of any the Third Party Claim with reasonable diligence and in good faith; or (iii) the Third Party Claim (a) seeks non-monetary, equitable or injunctive relief, (b) seeks monetary liability damages equal to or obligation in excess of 125% of the Cap, (c) alleges violations of criminal law, or (c) includes as the named parties in any such Third Party Claim both a Buyer Indemnified Party, on the one hand, and Seller Indemnified Party, on the other hand, and such Indemnified Party shall have been advised by outside counsel that a conflict of interest exists under applicable ethical guidelines and that it would be impermissible to have the same counsel represent both parties. In any such event, the Indemnified Parties shall have the right to assume the defense thereof and employ separate counsel reasonably satisfactory to the Indemnifying Party at the Indemnifying Party’s expense. (c) If the Indemnifying Party assumes control of elects not to defend the defense under this Article 9Indemnified Party against a Third Party Claim, the Indemnified Party shall fully cooperate with assume its own defense and prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue such Third Party Claim, in whole or in part, at the cost and expense of the Indemnifying Party; provided that (i) the Indemnifying Party shall have the right to participate in connection therewith the defense of such Third Party Claim at its sole cost and may employexpense, at any time, a separate outside counsel to represent it; provided however, that but the Indemnified Party shall control such defense, and (ii) the Indemnifying Party shall not be solely responsible for the costs and expenses of any such separate outside counsel. If obligated to indemnify the Indemnified Party undertakes hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent; provided that the Indemnifying Party shall not unreasonably withhold or delay such consent; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of a Third-such Third Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedClaim. (iiid) The Indemnified Party shall provide and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with access applicable Law), and to cause all reasonably requested records communications among employees, counsel and documents others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (e) In the case of the Indemnified Party relating to any Third-Party a Section 7.4(d) Tax Claim, other than documents for which the Indemnified Party has claimed or provisions of this Section 8.4 shall claim a legal privilegenot apply, and instead the provisions of Section 7.4(d) shall apply.

Procedure for Third Party Claims. The obligations and liabilities (a) Promptly after receipt by a Person entitled to indemnity under Section 10.2 or 10.3 (an “Indemnified Person”) of each Party with respect to notice of the assertion of a Third-Party Claims Claim against it, such Indemnified Person shall be subject give prompt written notice to the following terms Party obligated to indemnify under such Section (the “Indemnifying Party”) of the assertion of such Third-Party Claim, which notice shall set forth in reasonable detail the subject matter of the claim, the amount of the claim in question (to the extent known or estimable by the Indemnified Person) and conditions:any other material or pertinent facts regarding the claim (to the extent known by the Indemnified Person); provided, however, that the failure by the Indemnified Person to provide such prompt written notice to the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Party can demonstrate that the defense of such Third-Party Claim has been prejudiced by the Indemnified Person’s failure to give such prompt written notice. (ib) Promptly upon receiving a written If an Indemnified Person gives notice to the Indemnifying Party pursuant to Section 10.7(a) of the assertion of a Third-Party Claim, the Indemnifying Party may electshall be entitled to participate in the defense of such Third-Party Claim and, at its sole optionsubject to Section 10.7(c), to undertake assume the defense thereof by outside of such Third-Party Claim with counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written Person. After notice from the Indemnifying Party to the Indemnified Person of its election to assume the Indemnified Party; provided howeverdefense of such Third-Party Claim, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party shall not, so long as it reasonably and diligently conducts such defense, be liable to the Indemnified Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Third- Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claims may be effectuated by the Indemnifying Party without the Indemnified Person’s Consent (not to be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Applicable Law or of the rights of any Person, (ii) an express condition thereof is the release of the Indemnified Person by each Third Party claimant from all Liability with respect to such Third-Party Claim, or if and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If notice is given to an Indemnifying Party of the assertion of any Third-Party Claim and the Indemnifying Party elects not does not, within fifteen (15) days after th e Indemnified Person’s notice is given, give notice to defend or otherwise does not promptly defend the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnified Person shall be entitled, to the Indemnifying Party’s exclusion and at the Indemnifying Party’s cost, to fully assume the defense of such Indemnified Third-Party Claim, and the Indemnifying Party shall be entitled to undertake the defense of, and to compromise or settle, bound by any determination made in such Third-Party Claim on behalfor any compromise or settlement effected by the Indemnified Person in respect thereof. (c) Notwithstanding the foregoing provisions of this Section 10.7, for the account, and at the risk of the Indemnifying Party, to the extent Indemnified Person may require that the Indemnifying Party is determined to be obligated to indemnify not assume or maintain control of, or actively participate in (in which case, the Indemnifying Party shall not assume, maintain control of or actively participate in) the defense of, any Third Party Claim against the Indemnified Person if (i) the Indemnifying Party under this Agreement with respect to such Third-Party Claim. The written notice of is also a Person against whom the Third-Party Claim shall contain all material information known is made and the Indemnified Person determines in good faith that joint representation of the Indemnifying Party and Indemnified Person would be inappropriate, (ii) the Indemnified Person requests, and the Indemnifying Party fails to provide (A) reasonable assurance to the Indemnified Party with respect Person of the Indemnifying Party’s financi al capacity and willingness to defend such Third-Party Claim and shall include copies to provide indemnification with respect thereto, and (B) an acknowledgment to the Indemnified Person of materials submitted the Indemnifying Party’s responsibility to provide indemnification with respect thereto, or (iii) the Indemnified Party by Person determines in good faith that there is a reasonable probability that the Third-Party with Claim may adversely affect it or its Affiliates or Representatives other than as a result of monetary damages for which it or they would be entitled to indemnification under this Agreement. In any of these events, the Indemnified Person may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Party shall not be bound by any compromise or settlement of such Third-Party Claim for the purposes of this Agreement without its prior written consent to such compromise or settlement (not to be unreasonably withheld or delayed). (d) With respect to any Third-Party Claim subject to indemnification under this Article 10, (i) both the Indemnified Person and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the Parties agree to use commercially reasonable efforts to render to each other such assistance as they may reasonably require of each other and to cooperate reasonably and in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (iie) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with With respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party ClaimClaim subject to indemnification under this Article 10, each Party agrees to use commercially reasonable efforts to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information (including the Confidential Information) of the other than documents Party and the attorney-client and work-product privileges of the other Party. In connection therewith, each Party agrees that (i) it shall use commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law and rules of procedure), and (ii) all communications between either Party and counsel respons ible for which or participating in the Indemnified defense of any Third-Party has claimed Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or shall claim a legal work-product privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (1) Subject to the following terms and conditions: (i) Promptly of this Section 9.7, upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, participate in the Indemnified Party’s investigation and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice defence of the Third-Party Claim shall contain all material information known or may also elect to assume the Indemnified Party with respect to such Third-Party Claim negotiation, investigation and shall include copies defence of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii2) If the The Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereundermay not, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, assume the investigation and defence of a Third-Party Claim if such settlement, compromise the Third-Party Claim does not seek monetary damages but seeks injunctive or judgment would result in the imposition of any non-monetary liability or obligation on other equitable relief against the Indemnified Party. (3) In order to assume the investigation and defence of a Third-Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within thirty (30) days after the Indemnifying Party’s receipt of notice of the Third-Party Claim. (4) Upon unconditionally assuming the liability for any indemnification claim pursuant to this Agreement or making a payment to the Indemnified Party for any such claim, the Indemnifying Party shall be subrogated, to the extent of such assumption or payment, as the case may be, to any rights which the Indemnified Party may have against any third parties (other than the R&W Insurance Policy or any other insurance policy of the Purchaser or any of its Affiliates) with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. (5) If the Indemnifying Party assumes the investigation and defence of a Third-Party Claim, the Indemnifying Party shall pay for all costs and expenses of the investigation and defence of the Third-Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third-Party Claim incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third-Party Claim. (6) If the Indemnifying Party is not entitled to assume the investigation and defence of a Third-Party Claim as aforesaid, does not elect to assume the investigation and defence of a Third-Party Claim or assumes the investigation and defence of a Third-Party Claim but fails to diligently pursue such investigation and defence, the Indemnified Party has the right (but not the obligation) to undertake the investigation and defence of the Third-Party Claim. In the case where the Indemnifying Party fails to diligently pursue the investigation and defence of the Third-Party Claim, the Indemnified Party may not assume the investigation and defence of the Third-Party Claim unless the Indemnified Party gives the Indemnifying Party written demand to diligently pursue the investigation and defence and the Indemnifying Party fails to do so within fifteen (15) Business Days after receipt of the demand or such shorter period as may be required to respond to any deadline imposed by a court. (7) If the Indemnified Party undertakes the investigation and defence of a Third-Party Claim, the Indemnifying Party shall not be bound by any determination of the Third-Party Claim or any compromise or settlement of the Third-Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (8) The Indemnifying Party shall not be permitted to compromise and settle or remedy or to cause a compromise and settlement or remedy of a Third-Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless: (a) the terms of the compromise and settlement or remedy require only the payment of money for which the Indemnified Party is entitled to be indemnified in full under this Agreement; (b) the terms of the compromise and settlement do not require the Indemnified Party to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third-Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third-Party Claim; and (c) the Indemnified Party receives, as part of the compromise and settlement or remedy, a legally binding and enforceable unconditional release, which is in form and substance satisfactory to the Indemnified Party, acting reasonably, from any and all obligations or liabilities it may have with respect to the Third-Party Claim. (9) The Indemnified Party and the Indemnifying Party agree to keep each other fully informed of the status of any Third-Party Claim and any related Legal Proceedings. If the Indemnifying Party assumes control the investigation and defence of the defense under this Article 9a Third-Party Claim, the Indemnified Party shall fully act in such manner as not to interfere with the investigation and defence of the Third-Party Claim and shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third-Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession, control or power of the Indemnified Party reasonably required by the Indemnifying Party for its use solely in defending any Third-Party Claim which it has elected to assume the investigation and defence of. The Indemnified Party shall cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses defence of any such separate outside counsel. If Third-Party Claim. (10) Notwithstanding the Indemnified Party undertakes the defense foregoing provisions of this Section 9.7, if a Third-Party Claim hereunderrelates to Taxes, and it is reasonable to expect that the Third-Party Claim, if successful, would give rise to an entitlement by an Indemnified Party to be indemnified under Section 9.2 or Section 9.3, the Indemnified Sellers (if the claim(s) for a claim for Taxes for which the Sellers are responsible pursuant to Section 9.2 (“Seller Taxes”) exceeds or reasonably could be expected to exceed in amount the claim(s) for Taxes for which the Purchaser is responsible pursuant to Section 9.3 (“Purchaser Taxes”)) or otherwise the Purchaser (Seller or Purchaser, as the case may be, the “Tax Controlling Party”), shall be entitled to control the defense of such Third-Party Claim (such Third-Party Claim, a “Tax Claim”). In such case, (i) the other party (the “Tax Non-Controlling Party”) shall be entitled to participate fully (at the Tax Non-Controlling Party’s sole cost and expense) in the conduct of such Tax Claim, (ii) the Tax Controlling Party shall provide the Tax Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Claim, (iii) the Tax Controlling Party shall consult with the Tax Non-Controlling Party before taking any significant action in connection with such Tax Claim, (iv) the Tax Controlling Party shall consult with the Tax Non-Controlling Party and offer the Tax Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Claim, (v) the Tax Controlling Party shall defend such Tax Claim diligently and in good faith as if it were the only party-in-interest in connection with such Tax Claim, and (vi) the Tax Controlling Party shall not settle, compromise, compromise or enter into abandon any judgment with respect to such Third-Party Tax Claim for which it is seeking or shall seek indemnification hereunder without obtaining the prior written consent of Indemnifying the Tax Non-Controlling Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) . The Indemnified Party reasonable costs and expenses of conducting the defense of such Tax Claim shall provide be reasonably apportioned based on the Indemnifying Party with access to all reasonably requested records and documents relative amounts of the Indemnified Party relating to any Third-Party Claim, other than documents claim for which the Indemnified Party has claimed or shall claim a legal privilegeSeller Taxes and Purchaser Taxes.

Procedure for Third Party Claims. The obligations For the purpose of this Section 8(c), the Party obligated to provide indemnification is referred to as the “Indemnifying Party” and liabilities of each the Party with respect receiving indemnification is referred to Third-Party Claims shall be subject to as the following terms and conditions:“Indemnified Party.” (i) Promptly upon receiving a written notice of a Third-Party Claim, Notice to the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory given promptly after receipt by the Indemnified Party of actual notice of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the Indemnified Partyextent known, by sending and include copies of any written notice of its election to correspondence or pleadings from the Indemnified Party; provided however, that if, in Party asserting such claim or initiating such action. The failure of an Indemnified Party to provide such prompt notice shall not affect the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect right to such Third-Party Claim, indemnification or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, contribution hereunder to the extent that such failure does not materially prejudice the Indemnifying Party is determined ability to be obligated to indemnify the Indemnified Party under this Agreement with respect to defend such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claimproceeding. (ii) If the The Indemnifying Party elects shall be entitled, at its own expense, to undertake and diligently pursue assume or participate in the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim action or claim and may settleselect counsel for the Indemnified Party, compromise or enter into a judgment with respect subject to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedand shall pay all fees and expenses of counsel and, where applicable, local counsel to represent the Indemnified Party. (iii) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control. The Indemnified Party shall provide not have the right to settle or compromise any claim against it. The Indemnifying Party with access shall have the right to all reasonably requested records and documents settle or compromise any claim against the Indemnified Party without the consent of the Indemnified Party relating provided that the terms of the settlement or compromise provide for the unconditional release of the Indemnified Party and require the payment of monetary damages only. (iv) In order to any Third-provide for just and equitable contribution, if a claim for indemnification is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced, even though the express provisions under this Agreement provide for indemnification under the circumstances, then the Indemnifying Party Claim, other than documents for shall contribute to the losses to which the Indemnified Party has claimed may be subject (i) in accordance with the relative benefits received by the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, where applicable, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such losses as well as any relevant equitable considerations. No Party found liable for a fraudulent misrepresentation shall claim a legal privilegebe entitled to contribution from any Party who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Indemnifying Party shall be deemed to be equal to the Purchase Price specified under Section 2(b) above. (v) Neither termination nor the Closing of this Agreement shall affect this Section 8 which shall remain operative and in full force and effect. These indemnification provisions shall be binding upon the Indemnifying Party and its successors and assigns and shall inure to the benefit of the Indemnified Party and their respective successors, assigns, heirs and personal representatives.

Procedure for Third Party Claims. The obligations (a) NETWORK, on the one hand, and liabilities the Shareholders' Representative, on the other, (the "Indemnified Party"), shall give reasonably prompt written notice to the other (the "Indemnifying Party") of each Party any claim or event with respect to Third-which the Indemnified Party Claims shall believes it or its affiliates is or may be subject entitled to the following terms and conditions: indemnification pursuant to this Article VIII resulting from any claim, action, suit or proceeding brought by any third party in connection with any litigation, administrative proceedings or similar actions (i) Promptly upon receiving a written notice including, without limitation, claims by any assignee or successor of a Third-party hereto or any governmental agency) (collectively, "Third Party ClaimClaims"), together with an estimate of the Indemnifying Party may electamount in dispute thereunder and a copy of any claim, at its sole optionprocess, to undertake the defense thereof legal pleadings or correspondence with respect thereto received by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided provided, however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict failure of interest exists between the Indemnified Party and to give such notice shall not relieve the Indemnifying Party with respect to such Third-Party Claimof its obligations hereunder, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, except to the extent that the Indemnifying Party is determined prejudiced by such failure to give notice. Within ten (10) days of receipt of such notice, the Indemnifying Party may, by written notice to the Indemnified Party, assume the defense of such Third Party Claim through counsel of its own choosing (which counsel shall be reasonably acceptable to the Indemnified Party) with all fees and expenses thereof to be obligated to indemnify paid by the Indemnifying Party, in which event the Indemnified Party under this Agreement may participate in the defense thereof at its sole expense, provided that such Indemnified Party shall have the right to employ separate counsel to represent such Indemnified Party if, in such Indemnified Party's reasonable judgment, a conflict of interest between the Indemnifying Party and such Indemnified Party exists with respect to such Third-Third Party Claim, with all fees and expenses of such separate counsel to be paid by the Indemnifying Party. The If the Indemnifying Party fails to assume the defense of such Third Party Claim by failing to deliver a written notice of the Third-Indemnifying Party's intention to assume such defense within ten (10) days after receipt of the initial notice thereof, or thereafter abandons or fails to diligently pursue such defense (and only in such circumstances), the Indemnified Party may assume such defense and the fees and expenses of its counsel will be paid by the Indemnifying Party. If the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party shall contain cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all material pertinent records, materials, and information known in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party, with all expenses incurred in connection therewith to be paid by the Indemnifying Party. Similarly, if the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such records, materials and information in the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, with all expenses incurred in connection therewith to be paid by the Indemnifying Party. Notwithstanding anything in this Section 8.6 to the contrary, however, if a claim shall be made with respect to which the Indemnifying Party has agreed to assume the defense thereof, the Indemnifying Party shall not thereafter be entitled to dispute, and hereby agrees not to dispute, the Indemnified Party's right to indemnification therefor pursuant to Article VIII hereof or any subsequent claims of the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iib) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the The Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlenot, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party if such settlement, compromise Claim or judgment would result in consent to the imposition entry of any non-monetary liability judgment which does not include as an unconditional term thereof the delivery by the claimant or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, plaintiff to the Indemnified Party shall fully cooperate with the Indemnifying of a written release from all liability in respect of such Third Party Claim, (ii) settle or compromise any Third Party Claim in connection therewith and any manner that may employ, at any time, a separate outside counsel to represent it; provided however, that adversely affect the Indemnified Party shall be solely responsible for or (iii) upon the costs and expenses issuance of any such separate outside counsel. If the Indemnified Party undertakes the defense an order of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, court of competent jurisdiction or enter into any judgment an arbitrator with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which appeal or otherwise challenge such order. Upon the settlement or compromise of any Third Party Claim, the order of a court of competent jurisdiction or arbitrator (if the Indemnified Party has claimed failed to consent to the appeal or challenge thereof) with respect thereto or the final, non-appealable order of any appellate court (if the Indemnified Party has consented to the appeal or challenge thereof) with respect thereto, as the case may be, any resulting settlement, award, damages or judgment shall claim a legal privilegebe paid (i) in the case of any such Third Party Claim with respect to which the Shareholders are the Indemnifying Party, by the Shareholders, and (ii) in the case of any such Third Party Claim with respect to which NETWORK is the Indemnifying Party, by NETWORK.

Procedure for Third Party Claims. (a) The obligations Shurgard Indemnified Parties and liabilities of each Party with respect the Owners Indemnified Parties, as applicable (the “Indemnified Parties”) agree to Third-Party Claims shall be subject give prompt notice to the following terms other Parties (the “Indemnifying Parties”) of the assertion of any claim by third party or the commencement of any suit, action or proceeding by a third party (a “Third Party Claim”) in respect of which indemnity may be sought under this Article IX; provided, that the failure to give such notice shall not affect the rights of the Indemnified Parties except to the extent the Indemnifying Parties are materially prejudiced by such failure. The notice shall state the information then available regarding the amount and conditions:nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (ib) Promptly upon receiving a written notice of a Third-Party Claim, If the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Parties admit that the Indemnified Party, by sending written notice of its election Parties are entitled to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party indemnification with respect to such Third-claim, then the Indemnifying Parties shall have the right, on written notice given to Indemnified Parties within thirty (30) days after receipt of the notice from the Indemnified Parties of any Third Party Claim, to assume the defense or if the Indemnifying Party elects not to defend or otherwise does not promptly defend handling of such Third-Third Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying PartyParties sole expense, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known counsel reasonably acceptable to the Indemnified Parties in connection with conducting the defense or handling of such Third Party Claim, and the Indemnifying Parties shall defend or handle the same in consultation with respect to the Indemnified Parties, shall keep Indemnified Parties timely apprised of the status of such Third-Third Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereundernot, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlementParties, compromise directly or judgment indirectly assume any position or take any action that would result in the imposition impose any obligation of any non-monetary liability kind on or obligation on restrict the actions of the Indemnified PartyParties in any material respect. If the The Indemnifying Party assumes control of the defense under this Article 9Parties shall not, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Partythe Indemnified Parties, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified , agree to a settlement of any Third Party shall provide Claim that could directly or indirectly lead to liability or create any financial or other obligation on the Indemnifying Party with access to all reasonably requested records and documents part of the Indemnified Party relating to any Third-Party Claim, other than documents Parties for which the Indemnified Parties are not entitled to indemnification hereunder. The Indemnified Parties shall cooperate with the Indemnifying Parties and shall be entitled to participate in the defense or handling of such Third Party has claimed Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Parties fail to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 9.5(c) shall claim a legal privilegegovern. (c) If the Indemnifying Parties do not give written notice to the Indemnified Parties, within thirty (30) days after receipt of the notice from the Indemnified Parties of any Third Party Claim, of their election to assume the defense or handling of such Third Party Claim, then the Indemnified Parties may, at the Indemnifying Parties’ expense, select counsel in connection with conducting the defense or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Parties shall keep the indemnifying party timely apprised of the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Parties which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Parties defend or handle such Third Party Claim, the Indemnifying Parties shall cooperate with the Indemnified Parties and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at their own expense.

Procedure for Third Party Claims. The obligations and liabilities (a) If a Person entitled to assert a claim for indemnification under this Agreement shall receive notice of each the assertion by any Person not a party to this Agreement of any claim or of the commencement of any action or proceeding (a "Third Party Claim") with respect to Third-which Seller or Purchaser is obligated to provide indemnification, the indemnified party (the "Indemnitee") shall give the indemnifying party (the "Indemnitor") prompt written notice after becoming aware of such Third Party Claims Claim. The failure of the Indemnitee to give notice as provided in this Section shall be subject not relieve the Indemnitor of its obligations for indemnification under this Agreement, except to the following terms extent that the failure has materially and conditions:adversely affected the rights of the Indemnitor. The notice from the Indemnitee shall describe the Third Party Claim in reasonable detail. (ib) Promptly upon receiving An Indemnitor may elect to compromise or defend, at the Indemnitor's own expense and by such Indemnitor's own counsel, any Third Party Claim. If an Indemnitor elects to compromise or defend a written Third Party Claim, it shall, within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate in the compromise of, or defense against, the Third Party Claim. The Indemnitor shall pay the Indemnitee's actual out-of-pocket expenses incurred in connection with its cooperation. After notice from an Indemnitor to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnifying Party may elect, at its sole option, Indemnitor shall not be liable to undertake the Indemnitee under this Agreement for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof by outside of the Third Party Claim, provided that Indemnitee shall have the right to employ one counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that represent Indemnitee if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgmentunder applicable standards of professional conduct, a conflict of interest exists between the Indemnified Party Indemnitee and the Indemnifying Indemnitor exists in respect of such Third Party with respect Claim, and in that event the fees and expenses of such separate counsel shall be paid by the Indemnitor. If an Indemnitor elects not to such Third-defend against a Third Party Claim, or if fails to notify an Indemnitee of its election as provided in this Paragraph, the Indemnifying Party elects not to defend Indemnitee may pay, compromise or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Third Party Claim on behalf, behalf of and for the account, account and at the risk of the Indemnifying Party, Indemnitor. No Indemnitor shall consent to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition entry of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, judgment or enter into any judgment settlement, except with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, each related Indemnitee (which written consent shall not be unreasonably withheld), conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, which provides for anything other than documents money damages or other money payments for which the Indemnified Indemnitee is entitled to indemnification under this Agreement or which does not contain as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect of the Third Party has claimed or shall claim a legal privilegeClaim.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (a) Subject to the following terms of this Section, upon receiving notice of a Third Party Claim, the Indemnifying Parties may participate in the investigation and conditionsdefence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (b) The Indemnifying Parties may not assume the investigation and defence of a Third Party Claim if: (i) Promptly upon receiving it relates to Taxes of the Indemnified Person, nor may the Indemnifying Parties participate in the investigation and defence of such a written notice claim; (ii) the Indemnifying Parties are also a party to the Third Party Claim and the Indemnified Person determines in good faith that joint representation would be inappropriate; (iii) the Indemnifying Parties fail to provide reasonable assurance to the Indemnified Person of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; (iv) the Indemnifying Parties do not unconditionally acknowledge in writing their obligation to indemnify and hold the Indemnified Person harmless with respect to the Third Party Claim; or (v) the Third Party Claim seeks relief against the Indemnified Person other than monetary damages or the Indemnified Person determines in good faith that there is a reasonable probability that the Third Party Claim may adversely affect it or its affiliates (as such term is defined in National Instrument 45-106) and the Indemnified Person has notified the Indemnifying Parties that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim. (c) In order to assume the investigation and defence of a Third-Third Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Parties must give the Indemnified Party, by sending Person written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the within 15 days of Indemnifying Party’s reasonable judgment, a conflict Parties’ receipt of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iid) If the Indemnifying Party elects to undertake Parties assume the investigation and diligently pursue the defense defence of a Third-Third Party Claim: (i) the Indemnifying Parties shall pay for all costs and expenses of the investigation and defence of the Third Party Claim hereunder, except that the Indemnifying Party Parties shall control all aspects not, so long as they diligently conduct such defence, be liable to the Indemnified Person for any fees of the defense and settlement of such Third-Party Claim and may settle, compromise other counsel or enter into a judgment any other expenses with respect to such Third-the defence of the Third Party Claim; provided that , incurred by the Indemnified Person after the date the Indemnifying Parties validly exercised their right to assume the investigation and defence of the Third Party Claim; (ii) the Indemnifying Parties shall reimburse the Indemnified Person for all costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Parties validly exercised their right to assume the investigation and defence of the Third Party Claim; (iii) the Indemnified Person shall not enter into any such settlementcontact or communicate with the Person making the Third Party Claim without the prior written consent of the Indemnifying Parties, unless required by applicable Law; (iv) legal counsel chosen by the Indemnifying Parties to defend the Third Party Claim must be satisfactory to the Indemnified Person, acting reasonably; and (v) the Indemnifying Parties may not compromise and settle or judgment remedy, or cause a compromise and settlement or remedy, of a Third Party Claim without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying PartyPerson, which written consent shall may not be unreasonably withheld, conditioned withheld or delayed. (e) If the Indemnifying Parties (i) are not entitled to assume the investigation and defence of a Third Party Claim; (ii) do not elect to assume the investigation and defence of a Third Party Claim; or (iii) assume the investigation and defence of a Third Party Claim but fail to diligently pursue such defence, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person has the right (but not the obligation) to undertake the defence of the Third Party Claim. In the case where the Indemnifying Parties fail to diligently pursue the defence of the Third Party Claim or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person may not assume the defence of the Third Party Claim unless the Indemnified Person gives the Indemnifying Parties written demand to diligently pursue the defence and the Indemnifying Parties fail to do so within 14 days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal. (f) If the Indemnified Person undertakes the investigation and defence of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party Claim but the Indemnifying Parties shall not be bound by any compromise or settlement of the Third Party Claim effected without their consent (which consent may not be unreasonably withheld or delayed). (g) The Indemnified Party shall provide Person and the Indemnifying Parties agree to keep each other fully informed of the status of any Third Party Claim and any related proceedings and to use their reasonable efforts to minimize Damages with access respect to any Third Party Claim. If the Indemnifying Parties assume the investigation and defence of a Third Party Claim, the Indemnified Person shall, at the request and expense of the Indemnifying Parties, use its reasonable efforts to make available to the Indemnifying Parties, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Parties in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Parties, make available to the Indemnifying Parties, or their representatives, on a timely basis all reasonably requested documents, records and documents other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Parties for their use solely in defending any Third Party relating Claim which they have elected to assume the investigation and defence of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Parties in the defence of any Third-Third Party Claim, other than documents for which . (h) The Indemnified Parties shall have until the Indemnified later of 6 months following receipt of notice of a Third Party has claimed or shall claim Claim and 45 days following final resolution of a legal privilegeThird Party Claim to pay in full the amount of the Third party Claim in accordance with Section 13.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject ‌ (1) Subject to the following terms and conditions: (i) Promptly of this Section 9.8, upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (2) The Indemnifying Party may not assume the investigation and defence of a Third Party Claim if:‌ (a) it relates to Taxes of the Indemnified Person, at its sole option, nor may the Indemnifying Party participate in the investigation and defence of such a claim; (b) the Indemnifying Party is also a party to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall Third Party Claim and the Indemnified Person determines in good faith that joint representation would be reasonably satisfactory inappropriate; (c) the Indemnifying Party fails to provide reasonable assurance to the Indemnified PartyPerson of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; (d) in the reasonable judgement of the Indemnified Person, by sending such claim involves material reputational risks to the Indemnified Person; (e) the Indemnifying Party does not unconditionally acknowledge in writing its obligation to indemnify and hold the Indemnified Person harmless with respect to the Third Party Claim; or (f) the Third Party Claim seeks relief against the Indemnified Person other than monetary damages or the Indemnified Person determines in good faith that there is a reasonable probability that the Third Party Claim may adversely affect it or its affiliates, and the Indemnified Person has notified the Indemnifying Party that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim. (3) Subject to Section 9.8(2), in order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the within 15 days of Indemnifying Party’s reasonable judgment, a conflict receipt of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: If any Person (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the an “Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the ”) claims indemnification from a Party (an “Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect ”) pursuant to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claimthis Article 6, such Indemnified Party shall give prompt written notice to the Indemnifying Party after receiving written notice of any action, lawsuit, proceeding, investigation, or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability hereunder except to the extent such failure shall have materially harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to Article 6, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying the basis of such claim and the material facts pertaining thereto and the Indemnifying Party shall be entitled to undertake participate in the defense ofof such action, and lawsuit, proceeding, investigation, or other claim giving rise to compromise or settlethe Indemnified Party’s claim for indemnification, such Third-Party Claim on behalf, for the account, and at the risk Indemnifying Party’s expense. In addition, at the option of the Indemnifying Party, Party (subject to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunderlimitations set forth below), the Indemnifying Party shall be entitled to assume control all aspects of such defense and appoint lead counsel of such portions of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect not otherwise excepted as Reserved Indemnification Claims by reputable counsel reasonably acceptable to such Third-Party Claimthe Indemnified Party; provided that the Indemnifying Party shall not enter into have the right to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim to which any Indemnified Party reasonably believes and reasonably demonstrates an adverse determination would be detrimental to or injure such Indemnified Party’s reputation or future business prospects, or (iv) involves a claim that, upon petition by any Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend (the claims described in (i) through (iv) are collectively referred to as the “Reserved Indemnification Claims”). If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such settlementaction and to participate in the defense thereof, compromise but the fees and expenses of such counsel employed by such Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party, or judgment without (ii) the Indemnified Party has been advised in writing by its counsel that a reasonable likelihood exists of a conflict of interest (excluding any conflict arising solely with respect to an argument over whether any Loss resulting from such action will be one for which the Indemnifying Party will be obligated to indemnify the Indemnified Party) between the Indemnifying Party and the Indemnified Party. If the Indemnifying Party controls the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, an injunction or other equitable relief will be imposed against such Indemnified Party, if such settlement, compromise settlement does not expressly unconditionally release such Indemnified Party from all Liabilities (other than those paid or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If satisfied by the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment Party) with respect to such Third-claim and all other claims arising out of the same or similar facts and circumstances, with prejudice, or if such settlement could adversely affect any Tax or other Liability of such Indemnified Party Claim (unless paid or satisfied by the Indemnifying Party). Notwithstanding any provision herein to the contrary, in connection with any proceeding against a Indemnified Party brought or asserted by any third Person in which the Indemnifying Party ultimately is required to indemnify such Indemnified Party pursuant to this Article 6, the Indemnifying Party shall reimburse such Indemnified Party for all costs, fees, and expenses incurred by the Indemnified Party pursuant to this Agreement (including the reasonable fees and expenses of counsel) in connection with such indemnifiable claim as they are incurred, subject to the maximum indemnity liability set forth in Section 6.3(b). When used in this Article 6 with reference to any claims for which it AFC is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The “Indemnified Party shall provide the Indemnifying Party with access Party” refers to all reasonably requested records and documents of Shareholders that have a claim for indemnity pursuant to this Article 6 and, in such case, AFC shall be entitled to deal exclusively with the Indemnified Party relating Shareholders’ Representative (as opposed to the Shareholders individually) with respect to all such indemnification claims. When used in this Article 6 with reference to any Third-Party Claim, other than documents claims for which any Shareholder is an Indemnifying Party, “Indemnifying Party” refers to all Shareholders and, in such case, AFC shall be entitled to deal exclusively with the Indemnified Party has claimed or shall claim a legal privilegeShareholders’ Representative (as opposed to the Shareholders individually) with respect to all such indemnification claims.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (a) Subject to the following terms and conditions: (i) Promptly of this Section 9.8, upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume control of the investigation and defence of the Third Party Claim. (b) The Indemnifying Party may not assume control of the investigation and defence of a Third Party Claim if: (1) it relates to Taxes of the Indemnified Person, at its sole optionnor may the Indemnifying Party participate in the investigation and defence of such a claim; the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Person determines in good faith, to undertake the defense thereof by outside counsel based on advice of its own choosinglegal counsel, which outside counsel shall that joint representation would be reasonably satisfactory inappropriate; (2) the Indemnifying Party fails to provide reasonable assurance to the Indemnified PartyPerson of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; (3) in the reasonable judgement of the Indemnified Person, by sending the estimated amount of likely Damages in connection with such claim is greater than the unused portion of the maximum liability the Indemnifying Party is liable for as set out in Section 9.5(a) or Section 9.5(c) in which case the Indemnified Person and the Indemnifying Party may jointly participate in the investigation and defence of the Third Party Claim; (4) in the reasonable judgement of the Indemnified Person, such claim involves material reputational risks to the Indemnified Person; (5) the Indemnifying Party does not unconditionally acknowledge in writing its obligation to indemnify and hold the Indemnified Person harmless with respect to the Third Party Claim; or (6) the Third Party Claim seeks relief against the Indemnified Person other than monetary damages or the Indemnified Person determines in good faith that there is a reasonable probability that the Third Party Claim may adversely affect it or its Affiliates and the Indemnified Person has notified the Indemnifying Party that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim. (c) In order to assume control of the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 15 days of Indemnifying Party’s receipt of notice of the Third Party Claim. (d) If the Indemnifying Party assumes control of the investigation and defence of a Third Party Claim: (1) the Indemnifying Party will pay for all costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party; provided howeverPerson for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, that if, in incurred by the Indemnified Party’s and Person after the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and date the Indemnifying Party with respect validly exercised its right to such Third-assume the investigation and defence of the Third Party Claim, or if ; (2) the Indemnifying Party elects not will reimburse the Indemnified Person for all costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to defend or otherwise does not promptly defend such Third-the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim, such ; (3) the Indemnified Party shall be entitled to undertake Person will not contact or communicate with the defense of, and to compromise or settle, such Third-Person making the Third Party Claim on behalf, for without the account, and at the risk prior written consent of the Indemnifying Party, to the extent that unless required by applicable Law; (4) legal counsel chosen by the Indemnifying Party is determined to be obligated to indemnify defend the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Third Party Claim shall contain all material information known must be satisfactory to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.Person, acting reasonably; and (ii5) If the Indemnifying Party elects to undertake may not compromise and diligently pursue the defense settle or remedy, or cause a compromise and settlement or remedy, of a Third-Third Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying PartyPerson, which written consent shall may not be unreasonably withheld, conditioned or delayed. (e) If the Indemnifying Party (i) is not entitled to assume control of the investigation and defence of a Third Party Claim under Section 9.8(b), (ii) does not elect to assume control of the investigation and defence of a Third Party Claim, or (iii) assumes control of the investigation and defence of a Third Party Claim but fails to diligently pursue such defence, the Indemnified Person has the right (but not the obligation) to undertake the defence of the Third Party Claim. In the case where the Indemnifying Party fails to diligently pursue the defence of the Third Party Claim the Indemnified Person may not assume control of the defence of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the defence and the Indemnifying Party fails to do so within 14 days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal. (f) If, under Section 9.8(c), the Indemnified Person undertakes the investigation and defence of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party claim but the Indemnifying Party will not be bound by any compromise or settlement of such Third Party Claim effected without its consent (which consent may not be unreasonably withheld or delayed). (g) The Indemnified Party shall provide Person and the Indemnifying Party with access agree to keep each other fully informed of the status of any Third Party Claim and any related proceedings. If the Indemnifying Party assumes the control of the investigation and defence of a Third Party Claim, the Indemnified Person will, at the request of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person will, at the request of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all reasonably requested documents, records and documents other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party relating for its use solely in defending any Third Party Claim which it has elected to assume control of the investigation and defence of. The Indemnified Person will cooperate on a timely basis with the Indemnifying Party in the defence of any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each (a) If any third Person shall commence an Action against any Indemnified Party with respect to Third-any matter (a “Third Party Claims Action”) which may give rise to a claim for indemnification under Article VIII, then the Indemnified Party shall be subject notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the following terms specific provisions of this Agreement in respect of which it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such failure to give notice. The Indemnifying Party will have thirty (30) days from the delivery of such Third Party Action Notice (the “Response Period”) to determine whether or not the Indemnifying Party will, at its sole cost and conditionsexpense, defend against such Third Party Action. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of the Response Period, or (ii) responds to the Third Party Action Notice, but elects not to assume the defense, the Indemnified Party shall have the right to defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the Indemnified Party shall deem appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 9.5 hereof. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 9.5 hereof. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the such defense thereof by outside counsel of its own choosing, which outside counsel or settlement shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to the extent that items (v) and (vi) below; (ii) the Indemnifying Party is determined to be obligated to indemnify and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known Party, provide periodic updates to the Indemnified Party with respect in order to keep the Indemnified Party reasonably informed as to its conduct of such Third-Party Claim defense or settlement, and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, not compromise or enter into a judgment with respect to settle such Third-Third Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment Action without the prior written consent of the Indemnified Party if (not to be unreasonably withheld or delayed) unless such settlementsettlement or compromise does not subject the Indemnified Party to any monetary liability, compromise and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may elect to employ its own counsel and participate in such defense or judgment would result in the imposition of any non-monetary liability or obligation on settlement at the Indemnified Party. If ’s sole cost and expense, but the control of such defense and the settlement shall rest with the Indemnifying Party; (vi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, the Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party assumes shall not be obligated to pay the fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party has been advised by counsel that (x) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the Indemnifying Party with respect to such Third Party Action; (B) a Parent Stockholder Claim, or (C) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party for the defense or settlement of such Third Party Action; provided, however, that the assumption of control of the defense under this Article 9, or settlement of a Third Party Action by the Indemnified Party pursuant to this item (vi) shall fully cooperate with not relieve the Indemnifying Party in connection therewith of its obligation to indemnify and may employ, at any time, a separate outside counsel to represent it; provided however, that hold the Indemnified Party harmless; and (vii) in no event shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes consent to the defense entry of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, any judgment or enter into any judgment settlement with respect to such Third-Third Party Claim for which it is seeking or shall seek indemnification hereunder Action without the prior written consent of the Indemnifying Party, Party (which written consent shall not be unreasonably withheld, conditioned withheld or delayed). (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (ia) Promptly upon Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (b) In order to assume the investigation and defence of a Third Party Claim, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Indemnifying Party must give the Indemnified Party, by sending Person written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the within 30 days of Indemnifying Party’s reasonable judgment, a conflict 's receipt of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iic) If the Indemnifying Party elects to undertake assumes the investigation and diligently pursue the defense defence of a Third-Third Party Claim: (i) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim hereunderexcept that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Person after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and (ii) the Indemnifying Party will reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim. (d) If the Indemnified Person undertakes the defence of the Third Party Claim, the Indemnifying Party shall control all aspects will not be bound by any determination of the defense Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed). (e) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of such Third-a Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying PartyPerson, which written consent shall may not be unreasonably withheld, conditioned or delayed., unless: (iiii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents terms of the Indemnified Party relating to any Third-Party Claim, other than documents compromise and settlement require only the payment of money for which the Indemnified Person is entitled to full indemnification under this Agreement and the Indemnifying Party has, to the satisfaction of the Indemnified Person, acting reasonably, demonstrated its ability to make such payment; and (ii) the Indemnified Person is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Person may have against the Person making the Third Party Claim. (f) The Indemnified Person and the Indemnifying Party agree to keep the other fully informed of the status of any Third Party Claim and any related proceedings; provided that failure to do so shall not invalidate any claim to indemnification made hereunder. If the Indemnifying Party assumes the investigation and defence of a Third Party Claim, the Indemnified Person will, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has claimed elected to assume the investigation and defence of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third Party Claim. (g) No claim shall be brought or maintained by CIH, the Purchaser, the Parent, the Corporation, Amalco or their successors or permitted assigns against any partner, officer, director, employee (present or former) of the Parent, the Corporation or the Vendor or any Affiliate of the Parent, the Corporation or the Vendor, and no recourse shall claim a legal privilegebe brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of the Vendor set forth in this Agreement or any exhibit or schedule hereto or in the Disclosure Letter or any certificate delivered hereunder.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (ia) Promptly upon receiving a written after receipt by an Indemnified Party of notice of the commencement of any action or demand or claim by a Third-third party (a “Third Party Claim, the Indemnifying Party may elect, at its sole option, ”) which gives rise to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party ClaimDamages, such Indemnified Party shall, if a claim in respect thereof is to be made against Seller, give notice to the Seller of its assertion of such claim for indemnification and of the commencement of the action of its assertion of such claim for indemnification and of the commencement of the action or assertion of the Third Party Claim with respect to which the claim for indemnification pertains. Failure to notify the Seller within a reasonable period shall relieve the Seller of any liability that it may have to any Indemnified Party but only to the extent materially prejudiced thereby. If any such action shall be entitled to undertake the defense of, and to compromise brought or settle, such Third-a Third Party Claim on behalf, for the account, shall be asserted against an Indemnified Party and at the risk it shall give notice to Seller of the Indemnifying Partycommencement or assertion thereof, Seller shall be entitled, at its own expense to participate therein and, to the extent that it shall wish, to assume the Indemnifying defense thereof and, after notice from the Seller to such Indemnified Party is determined of its election to assume the defense thereof, the Seller shall not be obligated liable to indemnify the such Indemnified Party under this Agreement Article IX for any fees of other counsel or any other expense (unless such fees or expenses are incurred at the request of the Seller), in each case subsequently incurred by such Indemnified Party in connection with respect to such Third-Party Claimthe defense thereof. The written If the Seller receives notice of the Third-any action or Third Party Claim pursuant to this Section 9.2, it shall contain all material information known promptly notify the Indemnified Party as to whether, at its expense, it intends to control the defense thereof. If the Seller defends an action, it shall have full control over the litigation or other proceeding, including settlement and compromise thereof, subject only to the following: (a) no compromise or settlement thereof may be effected by the Seller without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in full by the Seller and (b) in the case of any proceeding in respect of Taxes, (i) at the request of the Indemnified Party, the litigation shall be jointly controlled by the Seller and the Indemnified Party, and (ii) no compromise or settlement thereof may be effected by the Seller without the Indemnified Party’s written consent. If notice is given to the Seller of the commencement of any action and it does not, within twenty (20) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party with respect of its election to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue assume the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9thereof, the Indemnified Party shall fully cooperate have full control over the litigation, including settlement and compromise thereof; provided, that any such settlement shall not be determinative of the existence of or amount of Damages relating to such claim, except with the Indemnifying consent of the Seller. (b) With respect to any Third Party Claim subject to indemnification under this Article IX, the parties shall cooperate in such a manner as to preserve in full (to the extent practicable) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith therewith, each party agrees that: (i) it will use reasonable efforts, in respect of any Third Party Claim in which it has assumed or has participated in the defense, to avoid production of confidential information or the other party (consistent with applicable law and may employrules of procedure), at and (ii) all communications between any time, a separate outside parties hereto and counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes or participating in the defense of a Third-any Third Party Claim hereunderwill, to the Indemnified Party shall not settleextent possible, compromise, be made so as to preserve an applicable attorney-client or enter into any judgment with respect to such Thirdwork-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal product privilege.

Procedure for Third Party Claims. The obligations Promptly after a party to whom an indemnification obligation is owed hereunder (an "Indemnified Party") receives notice of the commencement of any action or proceeding (a "Proceeding") in respect of which indemnification may be sought hereunder, the Indemnified Party will notify the party that is obligated to indemnify hereunder (an "Indemnifying Party"); but the omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless, and liabilities only to the extent that, such omission results in the Indemnifying Party's forfeiture of each Party with respect to Third-Party Claims substantive rights or defenses. If any such Proceeding shall be subject to brought against the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party ClaimIndemnified Party, the Indemnifying Party may electshall, at its sole optionupon written notice given within a reasonable period of time following the Indemnified Party's notice to the Indemnifying Party of any such Proceeding, be entitled to undertake assume the defense thereof by outside counsel of at its own choosing, which outside expense with counsel shall be chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the any Indemnified Party and may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunderforegoing, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlenot, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding unless the settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents entry includes an unconditional release of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegehereunder from all liability arising out of such Proceeding.

Procedure for Third Party Claims. The obligations and liabilities of each (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to Seller; provided, however, that (except as set forth in Section 8.3 below) failure to so notify the Seller shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with respect to Third-Party Claims this Article VIII. (b) In the event that any Proceedings shall be subject to instituted or that any claim or demand, other than a claim, demand or Proceeding in respect of tax matters, which shall be governed by Section 8.2(c), shall be asserted by any third party in respect of which indemnification may be sought under Section 8.1(a) hereof (regardless of the following terms and conditions: limitations set forth in Section 8.3) (i) Promptly upon receiving a “Third Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has Knowledge which is covered by this indemnity to be forwarded to the Seller. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Seller’s obligations with respect thereto except to the extent that Seller can demonstrate actual loss and prejudice as a Third-Party Claimresult of such failure. Subject to the provisions of this Section 8.2, the Indemnifying Indemnified Party may elect, at its sole option, shall have the right to undertake the defense thereof be represented by outside counsel of its own choosingchoice and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which outside counsel shall be reasonably satisfactory relates to any Damages indemnified against by Seller hereunder. If the Indemnified PartyParty elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Damages indemnified against by sending written notice Seller hereunder, it shall within five (5) days of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and written notice of the Indemnifying Party’s reasonable judgmentassertion of such Third Party Claim (or sooner, if the nature of the Third Party Claim so requires) notify Seller of its intent to do so. In the event that Seller has not explicitly consented to any settlement of a conflict Third Party Claim (which consent shall not be unreasonably withheld or delayed), any such settlement of interest exists between a Third Party Claim by the Indemnified Party and shall not be determinative of the Indemnifying Party with respect existence of or amount of Damages relating to such Third-Party Claim, or if claim. If the Indemnifying Indemnified Party elects not to defend against, negotiate, settle or otherwise does not promptly deal with any Third Party Claim which relates to any Damages indemnified against by Seller hereunder, Seller may defend against, negotiate, settle or otherwise deal with such Third-Third Party Claim. If the Indemnified Party defends any Third Party Claim, then Seller shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If Seller shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to undertake the participate in any such defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and with separate counsel at the risk expense of Seller if (i) so requested by Seller to participate or (ii) in the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice reasonable opinion of the Third-Party Claim shall contain all material information known counsel to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise conflict or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of potential conflict exists between the Indemnified Party if and Seller that would make such settlementseparate representation advisable; and provided, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided howeverfurther, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent Seller shall not be unreasonably withheld, conditioned or delayed. required to pay for more than one such counsel (iiiplus any appropriate local counsel) The Indemnified Party shall provide the Indemnifying Party for all indemnified parties in connection with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.Third Party

Procedure for Third Party Claims. The obligations and liabilities (a) If the Indemnified Party receives notice of each the assertion by any third party of any claim or of the commencement by any such third person of any action, suit or proceeding (an "Action"), or if the Indemnified Party determines the existence of any such claim or the commencement by any such third party of any Action, whether or not the same shall have been asserted (any such claim or Action being referred to herein as an "Indemnifiable Claim") with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, which the Indemnifying Party is or may electbe obligated to provide indemnification, at its sole optionthe -18- 84 Indemnified Party shall notify the Indemnifying Party in writing (the "Claim Notice") of the Indemnifiable Claim within thirty days of the assertion thereof, and within ten days of receipt of notice of the filing of any Action based upon such assertion, or, with respect to undertake a claim not yet asserted against the defense thereof Indemnified Party, promptly upon the determination by outside an executive officer of the Indemnified Party of the existence of the same; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, which outside counsel shall be reasonably satisfactory to and at its expense, the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, settlement or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense ofthereof, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith if such cooperation is so requested and may employthe request is reasonable, at provided that the Indemnifying Party shall hold the Indemnified Party harmless from all of its out-of-pocket expenses, including reasonable attorneys' fees (including the allocated costs and expenses of in-house counsel and legal staff), incurred in connection with the Indemnified Party's cooperation. If the Indemnifying Party assumes responsibility for the settlement or defense of any timesuch claim, a separate outside (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to represent itthe consent of the Indemnifying Party, which consent shall not be unreasonably withheld); provided howeverthat, other than in the event of a conflict of interest requiring the retention of separate counsel, the fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (ii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party's consent, which consent shall not be unreasonably withheld or delayed if the settlement involves only payment of money, and which consent may be withheld for any reason if the settlement involves more than the payment of money, including, without limitation, any admission by the Indemnified Party. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such Indemnifiable Claim without the Indemnifying Party's consent, which consent shall not be unreasonably withheld or delayed. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall be solely responsible for notify the costs and expenses Indemnifying Party of any compromise or settlement of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedIndemnifiable Claim. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to (a) If any Third-Party Claims shall be commenced, or any claim or demand shall be asserted (other than audits or contests with Taxing Authorities relating to Taxes), in respect of which the Indemnified Party proposes to demand indemnification by Indemnifying Party under Sections 6.4.1 or 6.4.2, the Indemnified Party shall notify the Indemnifying Party and the Escrow Agreement in writing of such demand, setting forth in reasonable detail the basis for the claim and a reasonable, good faith estimate of such claim, if estimatible, and the Indemnifying Party shall have the right to assume the entire control of the defense, compromise or settlement thereof (including the selection of counsel), subject to the following terms and conditions: right of the Indemnified Party to participate (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside with counsel of its own choosingchoice, which outside and the reasonable fees and expenses of such additional counsel shall be reasonably satisfactory to at the expense of the Indemnifying Party). The Indemnifying Party will not compromise or settle any such action, suit, proceeding, claim or demand (other than, after consultation with Indemnified Party, an action, suit, proceeding, claim or demand to be settled by sending written notice the payment of its election to money damages and/or the Indemnified Party; granting of releases, provided however, that if, in no such settlement or release shall acknowledge the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party liability for future acts or obligate Parent with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk activities of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment WGI without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding anything to the contrary contained in this Section 6.2.3, Parent shall have the sole right to control and make all reasonable decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which the Stockholders are responsible and have agreed to indemnify Parent, (i) Parent, WGI, and the Stockholders shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) the Stockholders acting through the Stockholders’ Representatives, shall have the right (but not the obligation) to participate in such audit or proceeding at the Stockholders’ expense, (iii) Parent shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes without the written consent of the Stockholders’ Representatives, which consent shall not unreasonably be withheld, and (iv) Parent may, without the written consent of the Stockholders’ Representatives, enter into such an agreement, provided that Parent shall have agreed in writing to accept responsibility and liability for the payment of such Taxes and to forego any indemnification or other claim under this Agreement with respect to such Taxes. (c) The parties will keep each other informed as to matters related to any audit or judicial or administrative proceedings involving Taxes for which indemnification may be sought hereunder, including, without limitation, any settlement negotiations. Refunds of Tax relating to periods ending prior to the Closing Date (or to that portion of a Straddle Period that is prior to Closing under the principles of Section 6.6.2) shall be the property of the Stockholders, but only to the extent that such refunds are not attributable to (i) net operating loss or other carrybacks from periods ending after the Closing Date, (ii) refund claims that are initiated by Parent (provided that Parent gives the Stockholders’ Representatives prior notice of such possible claim and the Stockholders decline to pursue such refund at its or their own expense) or (iii) refunds reflected in the calculation of the Net Assets Adjustment to the Purchase Price; provided, however, that Parent shall in no event have an obligation to file or cause to be filed a claim for refund with respect to any Taxes relating to any period. (d) Any indemnity payment or payment of Tax by the Stockholders as a result of any audit or contest shall be reduced by the correlative amount, if any, by which any Tax of Parent or its Affiliates is actually reduced for periods ending after the Closing Date as a result thereof. All other refunds of Tax are the property of Parent. (e) The Indemnified Party shall provide cooperate fully in all respects with the Indemnifying Party with access in any defense, compromise or settlement, subject to this Section 6.2.3 including, without limitation, by making available all reasonably requested pertinent books, records and documents of other information and personnel under its control to the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeIndemnifying Party.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect (a) Each Person entitled to Third-Party Claims indemnification under this Agreement (the "Indemnified Party") shall be subject give notice to the following terms party or parties required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, shall permit the Indemnifying Party may elect, (at its sole option, expense) to undertake assume the defense thereof by outside of any claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of its own choosingsuch claim or litigation, which outside counsel shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party may participate in such defense at the Indemnified Party's expense, except that the fees and expenses of the Indemnified Party's counsel shall be paid by sending written the Indemnifying Party as they are incurred if: (i) the employment has been specifically authorized by the Indemnifying Party in writing; (ii) the Indemnifying Party has (A) declined to assume the defense and employ counsel or (B) has not, within ten (10) days after being notified of a potential claim for indemnification hereunder, provided notice of its election to assume the defense of the relevant claim or litigation; or (iii) the named parties to any action (including any impleaded parties) include both an ARI Purchaser Indemnified Party and a MCM Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and has been advised by counsel that representation of such parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if the Indemnified Party notifies the Indemnifying Party with respect to such Third-Party Claim, or if in writing that the Indemnifying Indemnified Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and employ separate counsel at the risk expense of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of have neither the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect right nor the obligation to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes assume the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent action on behalf of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.the

Procedure for Third Party Claims. The obligations and liabilities of each (a) After the Closing, if there is asserted against either a Buyer Indemnified Person or a Seller Indemnified Person, as the case may be (referred to hereinafter as an, “Indemnified Party”), any claim, demand, action, proceeding or investigation instituted by a Person other than an Indemnified Party (a “Third Party Claim”) which may give rise to an Indemnified Claim against Seller or Buyer, as the case may be (referred to herein after as an, “Indemnifying Party”), under this Article 10, then the Indemnified Party will give written notice with respect to Third-Party Claims shall be subject thereto to the Indemnifying Party promptly following terms such Indemnified Party’s receipt of such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 10, except to the extent such delay actually prejudices the Indemnifying Party. (b) The Indemnifying Party will have the right to defend the Third Party Claim with counsel of its choice and conditions: at its own expense so long as (i) Promptly upon receiving a the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party intends to defend the Indemnified Party and (ii) the Third Party Claim does not solely seek an injunction or other equitable relief against the Indemnified Party. Once the Indemnifying Party has duly assumed the defense of a Third-Third Party Claim, the Indemnifying Indemnified Party may electshall have the right, at its sole optionbut not the obligation, to undertake participate in the defense thereof thereof, including the opportunity to participate in any discussions or correspondence with any Government Entity, and to employ counsel separate from the counsel employed by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Indemnifying Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the . The Indemnified Party’s and participation in any such defense shall be at its own expense unless the Indemnifying Party’s reasonable judgment, a conflict of interest exists between Party and the Indemnified Party are both named parties to the proceedings and the Indemnifying Party with respect to such Third-Party Claim, or if and the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall have mutually concluded in good faith that representation of both parties by the same counsel would be entitled inappropriate due to undertake actual or potential differing interests between them or the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof or, and in such case, all such expenses incurred by the Indemnified Party in connection with such participation shall be borne by the Indemnifying Party. (c) The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to such Third-the Third Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if (which consent will not be unreasonably withheld or delayed) unless such settlementjudgment, compromise or judgment would result settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party from all liabilities arising or relating to, or in connection with, the Third Party Claim, (iii) involves no finding or admission of any violation of any law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party or any of its Affiliates, and (iv) involves no imposition of any non-monetary liability a consent order, decree or obligation on injunction that would restrict the future activity of the Indemnified Party. Party or its Affiliates in any material respect. (d) If the Indemnifying Party assumes control does not deliver the notice contemplated by clause (i) of Section 10.04(b) within fifteen (15) days after the Indemnified Party has given notice of the defense under this Article 9Third Party Claim or the Indemnifying Party is not entitled to defend the Third Party Claim as contemplated by clause (ii) of Section 10.04(b), the Indemnified Party may defend such Third Party Claim; it being understood that the Indemnified Party’s rights to indemnification under this Article 10, including rights to indemnification for any costs or other Losses incurred by the Indemnified Party in connection with defending or settling such Third Party Claim, for such Third Party Claim shall fully cooperate with not be adversely affected by assuming the defense of such Third Party Claim. The Indemnified Party shall (i) upon the request of the Indemnifying Party, inform, in reasonable detail, the Indemnifying Party of the status of the defense of the Third Party Claim, and (ii) if such views are offered, give the Indemnifying Party’s views in connection therewith and may employwith the defense of the Third Party Claim good faith consideration; provided, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for will have no obligation to follow or implement the costs and expenses Indemnifying Party’s views except to the extent specified below. The Indemnified Party may not consent to the entry of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, judgment or enter into any judgment compromise or settlement with respect to such Third-to, the Third Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, (which written consent shall may not be unreasonably withheld, conditioned or delayed) of the Indemnifying Party. (iiie) The Indemnified Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall provide furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. Such cooperation also shall include the retention and, upon the Indemnifying Party’s request, the provision to the Indemnifying Party with access to all reasonably requested of records and documents information which are reasonably relevant to such Third Party Claim, and making employees or other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that such cooperation shall not unreasonably interfere with the business or operations of such party. All reasonable Losses incurred or suffered by the Indemnified Party relating to any Third-Party Claimin connection with responding to, other than documents complying with or satisfying the Indemnifying Party’s requests for which cooperation shall be promptly reimbursed by the Indemnified Party has claimed or shall claim a legal privilegeIndemnifying Party.

Procedure for Third Party Claims. The obligations (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Article 7 in respect of, arising out of or involving a claim made by any entity or person not a party hereto against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) promptly in writing of the Third Party Claim and liabilities such notice shall state in reasonable detail the nature, basis and amount of each Party with respect such claim; provided, however, that failure to Third-Party Claims give such notification shall be subject not affect the indemnification provided hereunder except to the following terms extent the indemnifying party actually shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and conditions:documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ib) Promptly upon receiving If a written notice Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it chooses, to assume the defense thereof at its own cost and expense with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party elect to assume the defense of a Third-Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnified Party shall have reasonably determined that there may electbe one or more defenses which are available to it which are different from or in addition to those available to the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its sole optionown expense, to undertake separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense unless the circumstances described in the immediately preceding sentence are present. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof by outside counsel of its own choosing, (other than during any period in which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and shall have failed to give notice of the Third Party Claim as provided above unless it is finally determined that the Indemnified Party is not entitled to indemnification under this Article 7). If the Indemnifying Party with respect chooses to such Third-defend a Third Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party parties hereto shall be entitled to undertake reasonably cooperate in the defense ofthereof. Such cooperation shall include, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk sole cost and expense of the Indemnifying Party, the retention and (upon the Indemnifying Party’s request) the provision to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect of records and information which are reasonably relevant to such Third-Third Party Claim, and making employees, consultants and independent contractors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to provide testimony. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects chooses to undertake and diligently pursue the defense of a Third-defend any Third Party Claim hereunderClaim, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect not agree to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment discharge of such Third Party Claim without the prior written consent of the Indemnified Party if Party, unless such settlement, compromise or judgment would result in discharge provides solely for monetary relief and the imposition full and complete release of any non-monetary liability or obligation on the Indemnified PartyParty is the result thereof. If Whether or not the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes have assumed the defense of a Third-Third Party Claim hereunderClaim, the Indemnified Party shall not admit any liability with respect to, or settle, compromisecompromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent; provided, however, that if the Indemnifying Party does not elect to control or defend a Third Party Claim, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without after so electing does not actively contest and defend the prior written consent of Indemnifying Partysame in good faith, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The the Indemnified Party shall provide be entitled to contest, defend and/or settle such Third Party Claim on such terms and with such counsel as the Indemnified Party deems appropriate, and at the cost and expense of the Indemnifying Party with access to all reasonably requested records and documents of unless it is finally determined that the Indemnified Party relating is not entitled to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeindemnification.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (1) Subject to the following terms and conditions: (i) Promptly of this Section, upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may elect, at its sole option, participate in the investigation and defence of the Third Party Claim and may also elect to undertake assume the defense thereof by outside counsel investigation and defence of its own choosing, which outside counsel shall the Third Party Claim. (2) The Indemnifying Party may not assume the investigation and defence of a Third Party Claim if any of the following apply: (a) the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Person determines in good faith that joint representation would be reasonably satisfactory inappropriate; (b) the Indemnifying Party fails to provide reasonable assurance to the Indemnified PartyPerson of its financial capacity to defend the Third Party Claim; (c) in the reasonable judgement of the Indemnified Person, by sending such claim involves material reputational risks to the Indemnified Person; or (d) the Third Party Claim seeks relief against the Indemnified Person other than monetary damages and the Indemnified Person has notified the Indemnifying Party that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim. (3) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 15 days of receipt of notice of the Third Party Claim. (4) If the Indemnifying Party assumes the investigation and defence of a Third Party Claim: (a) the Indemnifying Party shall pay for all costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defence, be liable to the Indemnified Party; provided howeverPerson for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, that if, in incurred by the Indemnified Party’s and Person after the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and date the Indemnifying Party with respect validly exercised its right to such Third-assume the investigation and defence of the Third Party Claim, or if ; (b) the Indemnifying Party elects not shall reimburse the Indemnified Person for all costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to defend or otherwise does not promptly defend such Third-the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim, such ; (c) the Indemnified Party Person shall be entitled to undertake not contact or communicate with the defense of, and to compromise or settle, such Third-Person making the Third Party Claim on behalf, for without the account, and at the risk prior written consent of the Indemnifying Party, to the extent that unless required by Law; (d) legal counsel chosen by the Indemnifying Party is determined to be obligated to indemnify defend the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Third Party Claim shall contain all material information known must be satisfactory to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.Person, acting reasonably; and (iie) If the Indemnifying Party elects to undertake may not compromise and diligently pursue the defense settle or remedy, or cause a compromise and settlement or remedy, of a Third-Third Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying PartyPerson, which written consent shall may not be unreasonably withheld, conditioned or delayed. (iii5) If the Indemnifying Party: (a) is not entitled to assume the investigation and defence of a Third Party Claim under Section 8.8(2); (b) does not elect to assume the investigation and defence of a Third Party Claim; or (c) assumes the investigation and defence of a Third Party Claim but fails to diligently pursue such defence, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably; then, in each case, the Indemnified Person has the right (but not the obligation) to undertake the defence of the Third Party Claim. In the case where the Indemnifying Party fails to diligently pursue the defence of the Third Party Claim or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person may not assume the defence of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the defence and the Indemnifying Party fails to do so within 14 days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal. (6) If, under Section 8.8(5), the Indemnified Person undertakes the investigation and defence of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party claim but the Indemnifying Party shall not be bound by any compromise or settlement of the Third Party Claim effected without its consent (which consent may not be unreasonably withheld, conditioned or delayed). (7) The Indemnified Party shall provide Person and the Indemnifying Party with access agree to keep each other fully informed of the status of any Third Party Claim and any related proceedings. If the Indemnifying Party assumes the investigation and defence of a Third Party Claim, the Indemnified Person shall, at the request and expense of the Indemnifying Party use its reasonable efforts to make available to the Indemnifying Party on a timely basis, those employees (including those of the JV Entity) whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party make available to the Indemnifying Party or its representatives, on a timely basis all reasonably requested documents, records and documents other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party relating for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities (a) Promptly after receipt by a Person entitled to indemnity under Section 7.2 or 7.3 (an “Indemnified Person”) of each Party with respect to notice of the assertion of a Third-Party Claims Claim against it, such Indemnified Person shall be subject give prompt written notice to any Party obligated to indemnify under such Section (the “Indemnifying Party”) of the assertion of such Third-Party Claim; provided, however, that the failure by the Indemnified Person to provide such prompt written notice to the following terms and conditions:Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Party can demonstrate that the defense of such Third-Party Claim has been prejudiced by the Indemnified Person’s failure to give such prompt written notice. (ib) Promptly upon receiving a written If an Indemnified Person gives notice to the Indemnifying Party pursuant to Section 7.5(a) of the assertion of a Third-Party Claim, the Indemnifying Party may elect, at its sole optionshall be entitled to participate in the defense of such Third-Party Claim and, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall extent that it wishes (unless (i) the Indemnifying Party is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be reasonably satisfactory inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party, by sending written notice Person of its election financial capacity to the Indemnified Party; provided however, that if, in the Indemnified Party’s defend such Third-Party Claim and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party provide indemnification with respect to such Third-Party Claim), or if to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Party elects not to defend or otherwise does not promptly defend the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Party shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 7 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Party without the Indemnified Person’s Consent unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (C) the Indemnified Person shall have no Liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Party of the assertion of any Third-Party Claim and the Indemnifying Party does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Party shall be entitled to undertake the defense of, and to compromise or settle, bound by any determination made in such Third-Party Claim on behalfor any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the accountIndemnified Person may, and at the risk of by notice to the Indemnifying Party, assume the exclusive right to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to defend, compromise or settle such Third-Party Claim. The written notice , but the Indemnifying Party shall not be bound by any determination of the any Third-Party Claim so defended for the purposes of this Agreement nor shall contain all material information known such Indemnifying Party be obligated under any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 7, (i) both the Indemnified Party with respect to Person and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and shall include copies any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of materials submitted each other and to Indemnified Party by cooperate in good faith with each other in order to ensure the Third-Party with respect to such proper and adequate defense of any Third-Party Claim. (iie) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with With respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party ClaimClaim subject to indemnification under this Article 7, other than documents the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that (i) it shall use reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law and rules of procedure), and (ii) all communications between any Party and counsel responsible for which or participating in the Indemnified defense of any Third-Party has claimed Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or shall claim a legal work-product privilege.

Procedure for Third Party Claims. The obligations and liabilities All claims for indemnification made under Section 9.2 resulting from, related to or arising out of each a third-party claim, demand, action or proceeding against an Indemnified Party shall be made in accordance with respect the following procedures. In the event an Indemnified Party becomes aware of a third-party claim which such Indemnified Party reasonably believes may result in any Indemnified Losses (without giving effect to the limitations in Section 9.5) (a “Third-Party Claims Claim”), such Indemnified Party shall be subject promptly notify the Indemnifying Party of such claim by delivery of an Claim Certificate to such Indemnifying Party. Any delay or failure in so notifying the Indemnifying Party shall not relieve the Indemnifying Party of obligations under Article IX except to the following terms and conditions: extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. The Indemnifying Party shall have the right to assume the defense of any Third-Party Claim using counsel reasonably acceptable to the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim, or may no longer continue to assume the defense of the Third-Party Claim, to the extent that (iA) Promptly upon receiving a the Third-Party Claim seeks non-monetary relief, (B) the Third-Party Claim involves criminal or quasi criminal allegations, or (C) the Indemnifying Party failed or is failing after reasonable written notice and an opportunity to cure to diligently and reasonably prosecute or defend the Third-Party Claim. In the event that the Indemnifying Party elects to assume the defense of a Third-Party Claim pursuant to the provisions of the immediately preceding sentence, the Indemnified Party shall have the right to participate in the defense of the Third-Party Claim, and may retain separate co-counsel of its choice at its sole cost and expense. If the Indemnifying Party is entitled to and elects to assume the defense of a Third-Party Claim, the Indemnifying Party may electit shall, at its sole option, to undertake the defense thereof by outside counsel within thirty (30) days of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict receipt of interest exists between the Indemnified Party and the Indemnifying Party Claim Certificate with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify notify the Indemnified Party under this Agreement with respect of its election to such Third-Party Claimdo so. The written notice of the Third-Party Claim shall contain all material information known Notwithstanding anything to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereundercontrary in this Section 9.3, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settlenot, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel (not to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The of the Indemnified Party, settle or compromise any Third-Party shall provide the Indemnifying Party Claim or permit a default or consent to entry of any judgment with access to all reasonably requested records and documents respect thereto unless such settlement, compromise or judgment contains an unqualified written release of the Indemnified Party relating to any and all other Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, from all Liability in respect of the Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations (a) In order for a party (the “ Indemnified Party ”) to be entitled to any indemnification provided for under this Article 7 in respect of, arising out of or involving a claim made by any entity or person not a party hereto against the Indemnified Party (a “ Third Party Claim ”), such Indemnified Party must notify the indemnifying party (the “ Indemnifying Party ”) promptly in writing of the Third Party Claim and liabilities such notice shall state in reasonable detail the nature, basis and amount of each Party with respect such claim; provided, however, that failure to Third-Party Claims give such notification shall be subject not affect the indemnification provided hereunder except to the following terms extent the indemnifying party actually shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and conditions:documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ib) Promptly upon receiving If a written notice Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it chooses, to assume the defense thereof at its own cost and expense with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party elect to assume the defense of a Third-Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnified Party shall have reasonably determined that there may electbe one or more defenses which are available to it which are different from or in addition to those available to the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its sole optionown expense, to undertake separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense unless the circumstances described in the immediately preceding sentence are present. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof by outside counsel of its own choosing, (other than during any period in which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and shall have failed to give notice of the Third Party Claim as provided above unless it is finally determined that the Indemnified Party is not entitled to indemnification under this Article 7 ). If the Indemnifying Party with respect chooses to such Third-defend a Third Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party parties hereto shall be entitled to undertake reasonably cooperate in the defense ofthereof. Such cooperation shall include, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk sole cost and expense of the Indemnifying Party, the retention and (upon the Indemnifying Party’s request) the provision to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect of records and information which are reasonably relevant to such Third-Third Party Claim, and making employees, consultants and independent contractors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to provide testimony. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects chooses to undertake and diligently pursue the defense of a Third-defend any Third Party Claim hereunderClaim, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect not agree to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment discharge of such Third Party Claim without the prior written consent of the Indemnified Party if Party, unless such settlement, compromise or judgment would result in discharge provides solely for monetary relief and the imposition full and complete release of any non-monetary liability or obligation on the Indemnified PartyParty is the result thereof. If Whether or not the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes have assumed the defense of a Third-Third Party Claim hereunderClaim, the Indemnified Party shall not admit any liability with respect to, or settle, compromisecompromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent; provided, however, that if the Indemnifying Party does not elect to control or defend a Third Party Claim, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without after so electing does not actively contest and defend the prior written consent of Indemnifying Partysame in good faith, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The the Indemnified Party shall provide be entitled to contest, defend and/or settle such Third Party Claim on such terms and with such counsel as the Indemnified Party deems appropriate, and at the cost and expense of the Indemnifying Party with access to all reasonably requested records and documents of unless it is finally determined that the Indemnified Party relating is not entitled to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeindemnification.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (1) Subject to the following terms and conditions: (i) Promptly of this Section, upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (2) The Indemnifying Party may not assume the investigation and defence of a Third Party Claim if: (a) it relates to Taxes, at its sole option, nor may the Indemnifying Party participate in the investigation and defence of such a claim; (b) the Indemnifying Party is also a party to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall Third Party Claim and the Indemnified Person determines in good faith that joint representation would be reasonably satisfactory inappropriate; (c) the Indemnifying Party fails to provide reasonable assurance to the Indemnified PartyPerson of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; (d) in the reasonable judgement of the Indemnified Person, by sending the estimated amount of likely Damages in connection with such claim is greater than the unused portion of the maximum liability the Indemnifying Party is liable for as set out in Section 9.5(1) or Section 9.5(3); (e) the Indemnifying Party does not unconditionally acknowledge in writing its obligation to indemnify and hold the Indemnified Person harmless with respect to the Third Party Claim; or (f) the Third Party Claim seeks relief against the Indemnified Person other than monetary damages or the Indemnified Person determines in good faith that there is a reasonable probability that the Third Party Claim may adversely affect it or its affiliates (as such term is defined in National Instrument 45- 106) and the Indemnified Person has notified the Indemnifying Party that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim. (3) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 15 days of Indemnifying Party’s receipt of notice of the Third Party Claim. (4) If the Indemnifying Party assumes the investigation and defence of a Third Party Claim: (a) the Indemnifying Party shall pay for all costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defence, be liable to the Indemnified Party; provided howeverPerson for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, that if, in incurred by the Indemnified Party’s and Person after the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and date the Indemnifying Party with respect validly exercised its right to such Third-assume the investigation and defence of the Third Party Claim, or if ; (b) the Indemnifying Party elects not shall reimburse the Indemnified Person for all costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to defend or otherwise does not promptly defend such Third-the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim, such ; (c) the Indemnified Party Person shall be entitled to undertake not contact or communicate with the defense of, and to compromise or settle, such Third-Person making the Third Party Claim on behalf, for without the account, and at the risk prior written consent of the Indemnifying Party, to the extent that unless required by applicable Law; (d) legal counsel chosen by the Indemnifying Party is determined to be obligated to indemnify defend the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Third Party Claim shall contain all material information known must be satisfactory to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.Person, acting reasonably; and (iie) If the Indemnifying Party elects to undertake may not compromise and diligently pursue the defense settle or remedy, or cause a compromise and settlement or remedy, of a Third-Third Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld or delayed. (5) If the Indemnifying Party if (i) is not entitled to assume the investigation and defence of a Third Party Claim under Section 9.9(2), (ii) does not elect to assume the investigation and defence of a Third Party Claim or (iii) assumes the investigation and defence of a Third Party Claim but fails to diligently pursue such settlementdefence, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person has the right (but not the obligation) to undertake the defence of the Third Party Claim. In the case where the Indemnifying Party fails to diligently pursue the defence of the Third Party Claim or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person may not assume the defence of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the defence and the Indemnifying Party fails to do so within 14 days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal. (6) If, under Section 9.9(5), the Indemnified Person undertakes the investigation and defence of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party claim but the Indemnifying Party shall not be bound by any compromise or judgment would result in settlement of the imposition Third Party Claim effected without its consent (which consent may not be unreasonably withheld or delayed). (7) The Indemnified Person and the Indemnifying Party agree to keep each other fully informed of the status of any non-monetary liability or obligation on the Indemnified PartyThird Party Claim and any related proceedings. If the Indemnifying Party assumes control the investigation and defence of the defense under this Article 9a Third Party Claim, the Indemnified Person shall, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Person shall fully cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses defence of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject (1) Subject to the following terms and conditions: (i) Promptly of this Section 9.6, upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, participate in the Indemnified Party’s investigation and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice defence of the Third-Party Claim shall contain all material information known or may also elect to assume the Indemnified Party with respect to such Third-Party Claim negotiation, investigation and shall include copies defence of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii2) If the The Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereundermay not, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, assume the investigation and defence of a Third-Party Claim if such settlement, compromise the Third-Party Claim does not seek monetary damages but seeks injunctive or judgment would result in the imposition of any non-monetary liability or obligation on other equitable relief against the Indemnified Party or arises in connection with any penal, criminal or regulatory enforcement Legal Proceedings. (3) In order to assume the investigation and defence of a Third-Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 30 days after the Indemnifying Party. ’s receipt of notice of the Third-Party Claim. (4) If the Indemnifying Party assumes control the investigation and defence of a Third-Party Claim, the Indemnifying Party shall pay for all costs and expenses of the defense under this Article 9investigation and defence of the Third-Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third-Party Claim incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third-Party Claim. (5) If the Indemnifying Party is not entitled to assume the investigation and defence of a Third-Party Claim as aforesaid, does not elect to assume the investigation and defence of a Third-Party Claim or assumes the investigation and defence of a Third-Party Claim but fails to diligently pursue such investigation and defence, the Indemnified Party shall fully cooperate with has the right (but not the obligation) to undertake the investigation and defence of the Third-Party Claim. In the case where the Indemnifying Party in connection therewith fails to diligently pursue the investigation and may employdefence of the Third-Party Claim, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall may not assume the investigation and defence of the Third-Party Claim unless the Indemnified Party gives the Indemnifying Party written demand to diligently pursue the investigation and defence and the Indemnifying Party fails to do so within 15 Business Days after receipt of the demand or such shorter period as may be solely responsible for the costs and expenses of required to respond to any such separate outside counsel. deadline imposed by a court. (6) If the Indemnified Party undertakes the defense investigation and defence of a Third-Party Claim hereunderClaim, the Indemnified Indemnifying Party shall not settle, compromise, or enter into be bound by any judgment with respect to such determination of the Third-Party Claim for which it is seeking or shall seek indemnification hereunder any compromise or settlement of the Third-Party Claim effected without the prior written consent of the Indemnifying Party, Party (which written consent shall may not be unreasonably withheld, conditioned or delayed). (iii7) The Indemnifying Party shall not be permitted to compromise and settle or remedy or to cause a compromise and settlement or remedy of a Third-Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, unless: (a) the terms of the compromise and settlement or remedy require only the payment of money for which the Indemnified Party is entitled to be indemnified in full under this Agreement and such amounts are actually paid by the Indemnifying Party; (b) the terms of the compromise and settlement do not require the Indemnified Party to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third-Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third-Party Claim; and (c) the Indemnified Party receives, as part of the compromise and settlement or remedy, a legally binding and enforceable unconditional release, which is in form and substance satisfactory to the Indemnified Party, acting reasonably, from any and all obligations or liabilities it may have with respect to the Third-Party Claim. (8) The Indemnified Party and the Indemnifying Party agree to keep each other fully informed of the status of any Third-Party Claim and any related Legal Proceedings. If the Indemnifying Party assumes the investigation and defence of a Third-Party Claim, the Indemnified Party shall act in such manner as not to interfere with the investigation and defence of the Third-Party Claim and shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third-Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party and subject to applicable Law, make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession, control or power of the Indemnified Party reasonably required by the Indemnifying Party for its use solely in defending any Third-Party Claim which it has elected to assume the investigation and defence of. The Indemnified Party shall provide cooperate on a timely basis with the Indemnifying Party with access to all reasonably requested records and documents in the defence of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. (a) The obligations Shurgard Indemnified Parties and liabilities of each Party with respect the Owners Indemnified Parties, as applicable (the "Indemnified Parties") agree to Third-Party Claims shall be subject give prompt notice to the following terms other Parties (the "Indemnifying Parties") of the assertion of any claim by third party or the commencement of any suit, action or proceeding by a third party (a "Third Party Claim") in respect of which indemnity may be sought under this Article IX; provided, that the failure to give such notice shall not affect the rights of the Indemnified Parties except to the extent the Indemnifying Parties are materially prejudiced by such failure. The notice shall state the information then available regarding the amount and conditions:nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (ib) Promptly upon receiving a written notice of a Third-Party Claim, If the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Parties admit that the Indemnified Party, by sending written notice of its election Parties are entitled to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party indemnification with respect to such Third-claim, then the Indemnifying Parties shall have the right, on written notice given to Indemnified Parties within thirty (30) days after receipt of the notice from the Indemnified Parties of any Third Party Claim, to assume the defense or if the Indemnifying Party elects not to defend or otherwise does not promptly defend handling of such Third-Third Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying PartyParties sole expense, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known counsel reasonably acceptable to the Indemnified Parties in connection with conducting the defense or handling of such Third Party Claim, and the Indemnifying Parties shall defend or handle the same in consultation with respect to the Indemnified Parties, shall keep Indemnified Parties timely apprised of the status of such Third-Third Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereundernot, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlementParties, compromise directly or judgment indirectly assume any position or take any action that would result in the imposition impose any obligation of any non-monetary liability kind on or obligation on restrict the actions of the Indemnified PartyParties in any material respect. If the The Indemnifying Party assumes control of the defense under this Article 9Parties shall not, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Partythe Indemnified Parties, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified , agree to a settlement of any Third Party shall provide Claim that could directly or indirectly lead to liability or create any financial or other obligation on the Indemnifying Party with access to all reasonably requested records and documents part of the Indemnified Party relating to any Third-Party Claim, other than documents Parties for which the Indemnified Parties are not entitled to indemnification hereunder. The Indemnified Parties shall cooperate with the Indemnifying Parties and shall be entitled to participate in the defense or handling of such Third Party has claimed Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Parties fail to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 9.5(c) shall claim a legal privilegegovern. (c) If the Indemnifying Parties do not give written notice to the Indemnified Parties, within thirty (30) days after receipt of the notice from the Indemnified Parties of any Third Party Claim, of their election to assume the defense or handling of such Third Party Claim, then the Indemnified Parties may, at the Indemnifying Parties' expense, select counsel in connection with conducting the defense or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Parties shall keep the indemnifying party timely apprised of the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Parties which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Parties defend or handle such Third Party Claim, the Indemnifying Parties shall cooperate with the Indemnified Parties and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at their own expense.

Procedure for Third Party Claims. The obligations and liabilities of each Party (a) If the claim or matter for which indemnity is sought hereunder results from a third-party claim (the "Claim"), then this Section 11.4 shall 58 govern the procedure with respect to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written such indemnification. Upon receipt of notice of a Third-Party ClaimClaim from an Indemnified Party, the Indemnifying Obligated Party may elect, at its sole option, to undertake shall assume the defense thereof by outside with counsel of its own choosing, which outside counsel shall be reasonably satisfactory to such Indemnified Party and the Indemnified Party shall cooperate in all reasonable respects in such defense. The Indemnified Party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by the Indemnified Party shall be at the expense of the Obligated Party only if such counsel is retained pursuant to the provisions of Section 11.4(c). The Obligated Party may conduct such defense in the name of or on behalf of the Indemnified Party or Obligated Party and shall have full authority and control with respect thereto, including the settlement thereof, provided no such settlement may subject the Indemnified Party to civil or criminal fines or penalties, impose on-going obligations or restrictions on the Indemnified Party or result in the admission of any default or violation by the Indemnified Party under any agreement or Law, without the express prior written authorization of the Indemnified Party. (b) Subject to the provisions of subparagraph (a) above, if a final adjudication (i.e., an adjudication with respect to which the time for taking all appeals as of right has lapsed or with respect to which no further appeal is legally available) of such Claim is rendered against the Indemnified Party, by sending written notice a court of its election competent jurisdiction, the Obligated Party shall, within thirty (30) days after such adjudication becomes final, pay, and satisfy such Claim. (c) If the Obligated Party fails to contest and defend against, or to pay and satisfy the Indemnified Party; provided howeverClaim within such thirty (30) days, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, or if a separate defense may be asserted or there exists a conflict of interest exists between in defenses, then the Indemnified Party may, at its option, with counsel of its or his choice contest and defend against and/or settle, pay and satisfy, with the Indemnifying consent of the Obligated Party, which consent may not be unreasonably withheld, the Claim, in which case the Obligated Party shall immediately reimburse the Indemnified Party for all costs and expenses (such as, but not limited to, actual attorneys' fees and disbursements) incurred by the Indemnified Party in contesting and defending against and/or paying and satisfying the Claim and enforcing the indemnification, together with interest on such costs and expenses from the time incurred until the time paid at the per annum rate equal to the prime rate announced from time to time by UBS AG, New York Branch. If UBS AG, New York Branch, does not announce such rate or does not exist, then such rate shall be equal to the prime rate set forth in the Wall Street Journal. (d) Each party agrees to cooperate with the reasonable requests of the other party in contesting, defending, paying, satisfying, or appealing an adjudication rendered with respect to such Third-Party any Claim, or if . (e) If the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled recovers from a third party (through insurance or otherwise) any amounts with respect to undertake which the defense of, and Obligated Party made payments to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk account of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9Section 11, the Indemnified Party shall fully cooperate with promptly pay over to the Indemnifying Obligated Party in connection therewith and may employany amounts so recovered, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses net of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedcollection costs. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party (a) If the party seeking indemnification (an “Indemnified Party”) determines to seek indemnification under this Article 8 with respect to Third-Indemnifiable Claims resulting from the assertion of Liability by third parties, it shall give notice to the other party (the “Indemnifying Party”) promptly after the Indemnified Party Claims becomes aware of such Indemnifiable Claim or of facts upon which such Indemnifiable Claim will be based. The notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party, specifying each provision of this Agreement under which the claim is made and the nature and amount of the claim (or a good faith estimated amount) asserted, in each case, in reasonable detail in light of the facts to the extent then known by the Indemnified Party, and which notice shall be subject provided before the Indemnified Party incurs substantial expense with respect to responding to such claim (except where exigent circumstances require an immediate response). If any such Liability is asserted against the following terms Indemnifying Party, and conditions: (i) Promptly upon receiving a written notice of a Third-the Indemnified Party Claimnotifies the Indemnifying Party thereof, the Indemnifying Party will be entitled, if it so elects by written notice delivered to the Indemnified Party within twenty (20) days (or such shorter period of time as may elect, at its sole optionbe necessary not to adversely affect the interests of the Indemnified Party) after the Indemnified Party delivers such notice, to undertake assume the defense thereof by outside thereof, in accordance with the limits set forth in this Agreement, with counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party; provided, by sending written notice of its election however, that (i) the Indemnifiable Claim must seek (and continue to seek) solely monetary damages, (ii) the Indemnifying Party must expressly agree in writing that as between the Indemnifying Party and the Indemnified Party; provided however, that ifthe Indemnifying Party may only satisfy and discharge the Indemnifiable Claim in accordance with the limits of this Agreement, in (iii) the Indemnifiable Claim must not involve as a counterparty, a customer, supplier or other business partner of the Indemnified Party’s , (iv) the Indemnifiable Claim must not involve a criminal or regulatory proceeding, action, indictment, allegation or investigation, (v) the Indemnifiable Claim must not involve an investigation or inquiry by any Governmental Authority, and (vi) the Indemnifying Party must expressly agree in writing that it will be liable for any Damages incurred by the Indemnified Party’s , subject only to the limitations set forth in this Article 8 (the conditions set forth in clauses (i) through (vi) are, collectively, the “Litigation Conditions”). If (A) any of the Litigation Conditions cease to be met or (B) the Indemnifying Party fails to take reasonable judgmentsteps necessary to defend diligently such Indemnifiable Claim, a conflict of interest exists between then the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such defense. The Indemnified Party shall be entitled has the right to undertake the defense of, and to compromise or settle, such Third-Party settle any Indemnifiable Claim on behalf, for the account, and at the risk of if the Indemnifying Party, within twenty (20) days (or such shorter period as may be necessary so as not to adversely affect the extent that interests of the Indemnifying Party is determined Indemnified Party) after delivery of the aforesaid notice of an Indemnifiable Claim, fails to be obligated to indemnify assume the defense of the Indemnified Party under this Agreement with respect to against such Third-Party Indemnifiable Claim. The written notice Indemnifying Party, if it has assumed the defense of any Indemnifiable Claim as provided in this Agreement, shall not agree to a settlement of any Indemnifiable Claim which (x) provides for any relief other than the Third-Party Claim shall contain all material information known payment of monetary damages, or (y) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party with a complete release from all liability in respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settleIndemnifiable Claim, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment in either case without the affected Indemnified Party’s prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Partyconsent, which written consent shall not be unreasonably withheld, conditioned or delayed. (iiib) The Notwithstanding the foregoing, (i) the Indemnified Party shall provide also have the Indemnifying Party with access right to all reasonably requested records employ its own counsel in any such case, but the fees and documents expenses of such counsel shall be at the expense of the Indemnified Party; and (ii) the rights of the Indemnified Party relating to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of Liability by third parties shall not be adversely affected by its failure to give notice pursuant to the foregoing unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. With respect to any Third-Party assertion of Liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other than documents for which all relevant information in their possession material to any such assertion. (c) If the Indemnifying Party, within twenty (20) days (or such shorter period as may be necessary so as not to adversely affect the interests of the Indemnified Party) after delivery of the aforesaid notice of an Indemnifiable Claim, fails to assume the defense of the Indemnified Party has claimed against such Indemnifiable Claim, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such action on behalf of and for the account, risk and expense of the Indemnifying Party and all reasonable fees and expenses of such counsel shall claim a legal privilegeconstitute Damages for all purposes hereunder; provided, however, that in the event the Indemnifying Party elects not to participate in the defense of the Indemnifiable Claim, it shall nevertheless have the right to participate in the defense of the same and, at its sole cost and expense, employ counsel of its own choosing.

Procedure for Third Party Claims. The obligations Section 9.4.1 In order for a Person (the "indemnified party") to be entitled to any indemnification pursuant to this Article IX in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of (and liabilities in reasonable detail regarding) the Third Party Claim promptly, and in any event within 10 business days, after receipt by such indemnified party of each notice of the Third Party with respect Claim; provided, however, that failure to Third-give such notification shall not affect the indemnification otherwise provided under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to the day on which the indemnified party gives such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1. Thereafter, the indemnified party shall deliver to the indemnifying party promptly, and in any event within five (5) business days, after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claims Claim. Section 9.4.2 If a Third Party Claim is made against an indemnified party, the indemnifying party shall be subject entitled to participate in the following terms defense thereof and, if it so chooses, to assume and conditions: control the defense thereof with counsel selected by the indemnifying party. Other than as provided in Section 9.2, (ia) Promptly upon receiving a written notice if the indemnifying party elects to assume the defense of a Third-Third Party Claim, the Indemnifying Party may electindemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, at its sole optionand (b) if the indemnifying party assumes such defense, the indemnified party shall have the right to undertake participate in the defense thereof by outside counsel of and to employ at its own choosingexpense counsel not reasonably objected to by the indemnifying party separate from the counsel employed by the indemnifying party, which outside counsel it being understood that the indemnifying party shall control such defense and shall be reasonably satisfactory empowered to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party make any settlement with respect to such Third-Third Party Claim, or if subject to the Indemnifying remaining terms of this Section 9.4.2. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than the period prior to the day on which the indemnified party gives notice of the Third Party elects not Claim as provided above). If the indemnifying party chooses to defend or otherwise does not promptly defend such Third-prosecute any Third Party Claim, such Indemnified Party all the parties hereto shall be entitled cooperate and shall cause their Affiliates to undertake cooperate in the defense ofor prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on any basis reasonably requested by the indemnifying party to compromise provide additional information and explanation of any material provided hereunder or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, otherwise relating to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Third Party Claim. The written notice of Whether or not the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue indemnifying party assumes the defense of a Third-Third Party Claim hereunderClaim, the Indemnifying Party indemnified party shall control all aspects of the defense and settlement of such Third-Party Claim and may not admit any liability with respect to, or settle, compromise or enter into discharge, such Third Party Claim without the indemnifying party's prior written consent. If the indemnifying party assumes the defense of a judgment with respect to such Third-Third Party Claim; provided that , the Indemnifying Party indemnified party shall not enter into agree to any such settlement, compromise or judgment without discharge of such Third Party Claim that the prior written consent of the Indemnified Party indemnifying party may recommend if such settlement, compromise or judgment discharge would only result in the imposition entry of a monetary judgment for which the indemnified party is fully indemnified hereunder. Section 9.4.3 In the event any non-monetary indemnified party should have an indemnification claim against any indemnifying party under this Agreement that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim specifying with particularity the facts underlying such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from liability or obligation on that it may have to such indemnified party, except to the Indemnified Partyextent that the indemnifying party has been actually prejudiced by such failure and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment indemnifying party disputes its liability with respect to such Third-Party Claim for which it is seeking or claim, the indemnifying party and the indemnified party shall seek indemnification hereunder without the prior written consent proceed in good faith to negotiate a resolution of Indemnifying Partysuch dispute and, which written consent if not resolved through negotiations, such dispute shall not be unreasonably withheld, conditioned or delayedresolved by litigation in an appropriate court of competent jurisdiction. (iii) The Indemnified Party Section 9.4.4 Notwithstanding anything to the contrary in the foregoing, CEX, at its own expense except as otherwise provided above, shall provide be entitled to participate in the Indemnifying Party defense of any litigation matters in which CEX and/or CEI is named as a party and shall be consulted on any settlement discussions with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilegerespect thereto.

Procedure for Third Party Claims. The obligations and liabilities (i) If a Person entitled to assert a claim for indemnification under this Agreement shall receive notice of each the assertion by any Person not a party to this Agreement of any claim or of the commencement of any action or proceeding (a “Third Party Claim”) with respect to Third-Party Claims which either Transferors or GBDC is obligated to provide indemnification, the indemnified party (the “Indemnitee”) shall be subject to give the following terms and conditions: indemnifying party (ithe “Indemnitor”) Promptly upon receiving a prompt written notice after becoming aware of a Third-such Third Party Claim, . The failure of the Indemnifying Party may elect, at its sole option, Indemnitee to undertake give notice as provided in this Section 5(c)(i) shall not relieve the defense thereof by outside counsel Indemnitor of its own choosingobligations for indemnification under this Agreement, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, except to the extent that the Indemnifying failure has materially and adversely affected the rights of the Indemnitor. The notice from the Indemnitee shall describe the Third Party is determined Claim in reasonable detail. (ii) An Indemnitor may elect to be obligated compromise or defend, at the Indemnitor’s own expense and by the Indemnitor’s own counsel, any Third Party Claim. If an Indemnitor elects to indemnify compromise or defend a Third Party Claim, it shall, within thirty (30) days (or sooner, if the Indemnified nature of the Third Party under this Agreement with respect Claim so requires), notify the Indemnitee of its intent to such Third-do so, and the Indemnitee shall cooperate in the compromise of, or defense against, the Third Party Claim. The written Indemnitor shall pay the Indemnitee’s actual out-of-pocket expenses incurred in connection with its cooperation. After notice from an Indemnitor to an Indemnitee of its election to assume the defense of a Third Party Claim, the Indemnitor shall not be liable to the Indemnitee under this Agreement for any legal expenses subsequently incurred by the Indemnitee in connection with defense of the Third-Third Party Claim. If an Indemnitor elects not to defend against a Third Party Claim, or fails to notify an Indemnitee of its election as provided in this Section 5(c)(ii), the Indemnitee may pay, compromise or defend such Third Party Claim on behalf of, and for the account and risk of, the Indemnitor. No Indemnitor shall consent to entry of any judgment or enter into any settlement, except with the written consent of each affected Indemnitee, if such judgment or settlement provides for anything other than money damages or other money payments for which the Indemnitee is entitled to indemnification under this Agreement or which does not contain all material information known as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party with Indemnitee of a release from all liability in respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (iiiii) If there is a reasonable likelihood that a Third Party Claim may materially and adversely affect an Indemnitee, other than as a result of money damages or other money payments for which the Indemnifying Party elects Indemnitee is entitled to undertake indemnification hereunder, the Indemnitee will have the right, after consultation with the Indemnitor and diligently pursue at the cost and expense of the Indemnitor, to assume the defense of a Third-the Third Party Claim hereunder, the Indemnifying Party shall control all aspects in lieu of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment Indemnitor with respect counsel reasonably acceptable to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedIndemnitor. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each (a) If any third party shall notify any Party (the “Indemnitee”) with respect to Third-any matter (a “Third Party Claims Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnitor”) under this ARTICLE VIII, then the Indemnitee shall be subject promptly notify the Indemnitor thereof in writing; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder except to the following terms and conditionsextent the Indemnitor is materially prejudiced thereby. (b) The Indemnitor shall have the right, at its option, to assume the defense of any Third Party Claim with its own counsel. If the Indemnitor elects to assume the defense of such Third Party Claim as aforesaid, then: (i) Promptly upon notwithstanding anything to the contrary contained in this Agreement, the Indemnitor shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys’ fees incurred by the Indemnitee in connection with such Third Party Claim following the Indemnitor’s election to assume the defense of such Third Party Claim, unless (A) the Indemnitor fails to defend diligently the action or proceeding within ten days after receiving a written notice of a Third-such failure from the Indemnitee; (B) the Indemnitee reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnitee or other Indemnitees that are not available to the Indemnitor; or (C) the Indemnitee reasonably shall have concluded (upon advice of its counsel) that, with respect to such Third Party Claim, the Indemnifying Party Indemnitee and the Indemnitor may electhave different, at its sole optionconflicting, or adverse legal positions or interests; (ii) the Indemnitee shall make available to undertake the Indemnitor all books, records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of the Indemnitee’s agents and that the Indemnitor considers necessary or desirable for the defense thereof of such Third Party Claim; (iii) the Indemnitee shall otherwise cooperate as reasonably requested by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, Indemnitor in the Indemnified Party’s and defense of such Third Party Claim; (iv) the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party Indemnitee shall not admit any liability with respect to such Third-Third Party Claim; (v) the Indemnitor shall not, or if without the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk written consent of the Indemnifying PartyIndemnitee, which shall not be unreasonably withheld or delayed, settle or compromise any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such Claim) or consent to the entry of any judgment (A) which does not, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement Indemnitee or any of its Affiliates may have any liability with respect to such Third-Claim, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release of the Indemnitee and its Affiliates from all liability in respect of such Claim, (B) which includes any statement as to or an admission of fact, culpability or a failure to act, by or on behalf of the Indemnitee or any of its Affiliates or (C) in any manner that involves any injunctive relief against the Indemnitee or any of its Affiliates or may materially and adversely affect the Indemnitee or any of its Affiliates; and (vi) if the Indemnitor elects not to assume the defense of or fails to confirm its obligation to indemnify for any such Third Party Claim. The written notice of , then the Third-Indemnitee shall proceed diligently to defend such Third Party Claim shall contain all material information known with the assistance of counsel reasonably satisfactory to the Indemnified Indemnitor, provided, however, that the Indemnitee shall not settle, adjust or compromise such Third Party Claim, or admit any liability with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if Indemnitor, such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel consent not to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned withheld or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (ia) Promptly upon receiving after receipt by Parent of notice of the assertion of a Third Party Claim against it or any other Parent Indemnified Party for which the Parent Indemnified Parties are entitled to indemnification under Section 8.2, Parent shall give prompt written notice of such Third Party Claim to the Stockholders’ Representative, which notice shall set forth in reasonable detail the subject matter of the Third Party Claim, the amount of the Losses in question (to the extent known or estimable by Parent) and any other material or pertinent facts regarding the Third Party Claim (to the extent known by Parent). Promptly after receipt by any Company Indemnified Party of notice of the assertion of a Third-Third Party Claim against it for which the Company Indemnified Parties are entitled to indemnification under Section 8.3, such Company Indemnified Party shall be required to give prompt written notice of such Third Party Claim to Parent through the Stockholders’ Representative, which notice shall set forth in reasonable detail the subject matter of the Third Party Claim, the amount of the Losses in question (to the extent known or estimable by such Company Indemnified Party) and any other material or pertinent facts regarding the Third Party Claim (to the extent known by such Company Indemnified Party). Notwithstanding the foregoing, the failure by Parent or the Stockholders’ Representative to provide such prompt written notice to the other (as applicable) shall not relieve the Company Indemnifying Parties or Parent (as applicable) of its or their indemnification Liability under this ARTICLE VIII, except to the extent that the Company Indemnifying Parties or Parent (as applicable) can demonstrate that the defense of such Third Party Claim has been prejudiced by such failure to give such prompt written notice. (b) For purposes of the following procedural provisions of this Section 8.7 and Section 8.8, the terms “Indemnifying Party” or “Indemnified Party” when referring to one or more of the Company Indemnifying Parties or Company Indemnified Parties shall be the Stockholders’ Representative, but the Stockholders’ Representative, acting as the Indemnifying Party for purposes of such procedural provisions, shall not be liable for the payment of any Losses due from the Company Indemnifying Parties. (c) If an Indemnified Party gives written notice to the Indemnifying Party pursuant to Section 8.7(a) of the assertion of a Third Party Claim, the Indemnifying Party may electshall be entitled to participate in the defense of such Third Party Claim and, at its sole optionsubject to Section 8.7(d), to undertake assume the defense thereof by outside of such Third Party Claim with counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written . After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party shall not, so long as it reasonably and diligently conducts such defense, be liable to the Indemnified Party; provided however, that ifParty under this ARTICLE VIII for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third Party Claim, no compromise or settlement of such Third Party Claims may be effectuated by the Indemnifying Party without the Indemnified Party’s consent (not to be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of applicable Law or of the rights of any Person, (B) an express condition thereof is the release of the Indemnified Party by each Third Party claimant from all Liability with respect to such Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If notice is given to an Indemnifying Party of the assertion of any Third Party Claim and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnified Party shall be entitled, to the Indemnifying Party’s exclusion and at the Indemnifying Party’s cost, to fully assume the defense of such Third Party Claim, and the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or settlement effected by the Indemnified Party in respect thereof. (d) Notwithstanding the foregoing provisions of this Section 8.7, the Indemnified Party may require that the Indemnifying Party not assume or maintain control of, or actively participate in (in which case, the Indemnifying Party shall not assume, maintain control of or actively participate in) the defense of, any Third Party Claim against the Indemnified Party if (i) the Indemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Party determines in good faith that joint representation of the Indemnifying Party and Indemnified Party would be inappropriate, (ii) the Indemnified Party requests, and the Indemnifying Party fails to provide, reasonable judgmentassurance to the Indemnified Party of the Indemnifying Party’s financial capacity to defend such Third Party Claim and to provide indemnification with respect thereto, or (iii) the Indemnified Party determines in good faith that there is a conflict reasonable probability that the Third Party Claim may adversely affect it or its Affiliates or Representatives other than as a result of interest exists between monetary damages for which it or they would be entitled to indemnification under this Agreement. In any of these events, the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party shall not be bound by any compromise or settlement of such Third Party Claim for the purposes of this Agreement without its prior written consent to such compromise or settlement (not to be unreasonably withheld or delayed). (e) With respect to any Third Party Claim subject to indemnification under this ARTICLE VIII, (i) both the Indemnified Party and the Indemnifying Party with respect to such Third-Party ClaimParty, or if as the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claimcase may be, such Indemnified Party shall be entitled to undertake keep the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk other Person fully informed of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to status of such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Third Party Claim and shall include copies any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties hereto agree to use commercially reasonable efforts to render to each other such assistance as they may reasonably require of materials submitted each other and to Indemnified Party by cooperate reasonably and in good faith with each other in order to ensure the Third-Party with respect to such Third-proper and adequate defense of any Third Party Claim. (f) With respect to any Third Party Claim subject to indemnification under this ARTICLE VIII, each party agrees to use commercially reasonable efforts to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information of the other party and the attorney-client and work-product privileges of the other Party. In connection therewith, each party agrees that (i) it shall use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Law and rules of procedure), and (ii) If the Indemnifying Party elects to undertake all communications between any party and diligently pursue counsel responsible for or participating in the defense of a Third-any Third Party Claim hereundershall, to the Indemnifying Party shall control all aspects of the defense and settlement of such Thirdextent possible, be made so as to preserve any applicable attorney-Party Claim and may settle, compromise client or enter into a judgment with respect to such Thirdwork-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal product privilege.

Procedure for Third Party Claims. The obligations (a) Promptly after an Indemnified Person has received notice or has knowledge of any pending or threatened Third Party Claim, the Indemnified Person shall give the Indemnifying Party written notice (a "Claim Notice") describing in reasonable detail the nature and liabilities basis of each the Third Party with respect to Third-Claim and, if ascertainable, the amount in dispute under the Third Party Claims shall Claim and the estimated amount of the Loss that has been or may be subject sustained by the Indemnified Person. (b) Subject to the following terms and conditions: (i) Promptly upon receiving a written notice limitations set forth in this subsection 6.3(b), in the event of a Third-Third Party Claim, the Indemnifying Party may electshall have the right (exercisable by written notice to the Indemnified Person within thirty (30) days after the Indemnifying Party has received a Claim Notice in respect of the Third Party Claim) to elect to conduct and control, at its sole option, to undertake the defense thereof by outside through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Person and at the Indemnifying Party's sole cost and expense, which outside counsel the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party: (i) has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party shall be provide indemnification to the Indemnified Person in respect thereof; and (ii) if requested by the Indemnified Person, has provided evidence reasonably satisfactory to the Indemnified Person of the Indemnifying Party's financial ability to pay any Losses resulting from the Third Party Claim; provided, however, that the Indemnified Person may participate therein through separate counsel chosen by sending written it and at its sole cost and expense. Notwithstanding the foregoing, if: (iii) the Indemnifying Party shall not have given notice of its election to conduct and control the defense of the Third Party Claim within such thirty (30) day period; (iv) the Indemnifying Party shall fail to conduct such defense diligently and in good faith; (v) the Indemnified PartyPerson shall reasonably determine that use of counsel selected by the Indemnifying Party to represent the Indemnified Person would present such counsel with an actual or potential conflict of interest; provided howeveror (vi) the Third Party Claim is for injunctive, that ifequitable or other non-monetary relief against the Indemnified Person; then, in each such case, the Indemnified Party’s and Person shall have the right to control the defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s reasonable judgment's sole cost and expense. In connection with any Third Party Claim, from and after delivery of a conflict of interest exists between Claim Notice, the Indemnified Indemnifying Party and the Indemnified Person shall, and shall cause their respective Affiliates and Representatives to, cooperate fully in connection with the defense or prosecution of such Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party or the Indemnified Person in connection therewith. In addition, the Party controlling the defense of any Third Party Claim shall keep the non-controlling Party advised of the status thereof and shall consider in good faith any recommendations made by the non-controlling Party with respect to such Third-thereto. (c) Except as set forth below, no Third Party Claim, Claim may be settled or if compromised: (i) by the Indemnified Person without the prior written consent of the Indemnifying Party elects (not to defend be unreasonably withheld, conditioned or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.delayed); or (ii) If by the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel Person (not to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed.). Notwithstanding the foregoing: (iii) The the Indemnified Person shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Person shall provide waive all rights against the Indemnifying Party to indemnification under this Article 6 with access respect to all reasonably requested records such Third Party Claim unless the Indemnified Person shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and documents such consent shall have been unreasonably withheld, conditioned or delayed; and (iv) the Indemnifying Party shall have the right to consent to the entry of a judgment or enter into a settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Person if the judgment or settlement: (A) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party relating concurrently with the effectiveness thereof); (B) will not encumber any of the assets of the Indemnified Person and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Person or the conduct of its business; and (C) includes, as a condition to any Third-Party Claimsettlement or other resolution, other than documents for which a complete and irrevocable release of the Indemnified Person from all liability in respect of such Third Party has claimed or shall claim a legal privilegeClaim and includes no admission of wrongdoing.

Procedure for Third Party Claims. The obligations Promptly after receipt by an indemnified party under SECTIONS 10.1 and liabilities 10.2 (each an "INDEMNIFIED PARTY") of notice of the commencement of any action or demand or claim by a third party (a "THIRD PARTY CLAIM") which gives rise to Parent Indemnified Costs or Seller Indemnified Costs, as the case may be, such Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying party (each an "INDEMNIFYING PARTY") under such Section, give notice to the Indemnifying Party of its assertion of such claim for indemnification and of the commencement of the action or assertion of the Third Party Claim with respect to Third-which the claim for indemnification pertains. Failure to so notify the Indemnifying Party Claims shall not relieve the Indemnifying Party of any liability that they may have to any Indemnified Party except to the extent that the defense of such action or Third Party Claim is materially prejudiced thereby. If any such action shall be subject brought or a Third Party Claim shall be asserted against an Indemnified Party and it shall give notice to the following terms and conditions: (i) Promptly upon receiving a written notice Indemnifying Party, as the case may be, of a Third-Party Claimthe commencement or assertion thereof, the Indemnifying Party may electshall be entitled, at its the sole option, to undertake the defense thereof by outside counsel expense of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Partyparticipate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party PROVIDED, HOWEVER, that: (i) the Indemnifying Party is determined shall not be permitted to be obligated enter into any settlement or compromise, or to indemnify consent to the Indemnified Party under this Agreement entry of any judgment, with respect to such Third-Party Claim. The written notice claim or proceeding unless such settlement, compromise or consent imposes no obligation of the Third-Party Claim shall contain all material information known to the any nature on any Indemnified Party with respect and includes an unconditional release of all Indemnified Parties from all liability relating to such Third-Party Claim claim or proceeding; and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If if any Indemnified Party determines in good faith (after consultation with counsel) that, under applicable standards of professional conduct, an actual or potential conflict exists or might reasonably be expected to arise between the position of such Indemnified Party and the position of the Indemnifying Party elects or any other Person, then the Indemnified Parties, as a group, at the expense of the Indemnifying Parties, shall be entitled to undertake and diligently pursue separate counsel reasonably acceptable to the Indemnifying Party to participate in such proceeding. After notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of a Third-Party Claim hereunderthereof, the Indemnifying Party shall control all aspects not be liable to such Indemnified Party under this ARTICLE 10 for any fees of other counsel or any other expense, in each case subsequently incurred by such Indemnified Party in connection with the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that thereof. If the Indemnifying Party receives notice of any action or Third Party Claim, it shall not enter into any such settlement, compromise or judgment without the prior written consent of promptly notify the Indemnified Party if such settlementas to whether, compromise or judgment would result in at its expense, it intends to control the imposition defense thereof on behalf of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes defends an action, it shall have full control over the litigation, including settlement and compromise thereof, subject only to the following: no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against the Indemnified Party, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If notice is given to the Indemnified Party, of the commencement of any action and it does not, within 20 days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense under this Article 9thereof, the Indemnified Party shall fully cooperate with have full control over the Indemnifying Party in connection therewith litigation, including settlement and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayedcompromise thereof. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The party claiming indemnification (“Indemnified Party”) shall give the other party (“Indemnifying Party”) notice in accordance with the terms of this Section 12.3; provided, that, so long as the notice is given within the applicable survival period set forth in Section 12.5, the failure to do so shall not relieve the Indemnifying Party of its obligations or liability hereunder‎ except to the extent that the indemnitor is materially prejudiced thereby. The obligations and liabilities of each the Indemnifying Party with respect pursuant to Third-this Agreement resulting from any claim or other assertion of liabilities by third parties (individually or collectively, “Third Party Claims Claim”), shall be subject to the following terms and conditions: (ia) Promptly upon receiving a written the Indemnified Party must give the Indemnifying Party, notice of a Third-any such Third Party ClaimClaim ten (10) business days after the Indemnified Party receives notice thereof, and such notice shall describe the Third Party Claim in reasonable detail, and will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered; provided, that the failure to give such notice within ten (10) business days shall not give rise to any defense to any indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby; (b) except as provided below in this subparagraph, the Indemnifying Party may electshall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party (including settling or compromising the Third Party Claim); provided, at its sole optionthat, to undertake the defense thereof by outside counsel of its own choosing, which outside (i) counsel shall be reasonably satisfactory to the Indemnified Party, by sending and (ii) the Indemnifying Party shall not be entitled to assume and control such Third Party Claim without the written notice consent of its election the Indemnified Party if (A) the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the Claim seeks an injunction or equitable relief against the Indemnified Party; provided however, that if, in (C) the Indemnified Party’s and the Indemnifying Party’s Party has been advised in writing by counsel that a reasonable judgment, likelihood exists of a conflict of interest exists between the Indemnified Indemnifying Party and the Indemnifying Party with respect to such Third-Party ClaimIndemnified Party, or if (D) the Indemnifying Party elects not has failed, or is failing, to defend or otherwise does not promptly vigorously defend such Third-Third Party Claim, such . (c) the Indemnified Party shall be entitled to undertake participate therein after such assumption, the defense of, and costs of such participation following such assumption to compromise or settle, such Third-Party Claim on behalf, for the account, and be at the risk of the Indemnifying Party, to the extent that the its own expense. The Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without will obtain the prior written consent of the Indemnified Party if such before entering into any settlement, compromise compromise, admission or judgment would result in acknowledgement of the imposition validity of any non-monetary liability such Third Party Claim if the settlement requires an admission of guilt or obligation wrongdoing on the part of the Indemnified Party. If , subjects the Indemnified Party to criminal liability or does not unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against, or any continuing obligation or payment requirement on, the Indemnified Party; (d) if the Indemnifying Party assumes control shall elect not to undertake such defense, shall not have the right to undertake such defense, or within 30 days after notice of any such Third Party Claim from the defense under this Article 9Indemnified Party shall fail to elect to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall fully cooperate with have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing, which has been approved by the Indemnified Party, and (1) if the Indemnifying Party in connection therewith and may employshall elect not to undertake such defense or fail to defend, at any time, a separate outside counsel to represent it; provided however, that then the Indemnified Party shall be solely responsible have the right to compromise or settle such Third Party Claim on behalf of and for the costs account and expenses risk of any such separate outside counsel. If the Indemnified Indemnifying Party undertakes or (2) if the defense of a Third-Party Claim hereunder, the Indemnified Indemnifying Party shall not settlehave the right to undertake such defense, compromise, or enter into any judgment then with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written approval and consent of the terms thereof by the Indemnifying Party, Party (which written approval and consent shall not be unreasonably withheld, conditioned or delayed. (iii) The the Indemnified Party shall provide have the right to settle or compromise such Third Party Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense; and (e) both the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating shall cooperate fully with one another in connection with the defense, compromise or settlement of any such action, proceeding or Claim, including, without limitation, by making available to the other all pertinent information and witnesses within its control; provided, such obligation to cooperate fully will not give rise to an obligation to consent to any Third-settlement, compromise, admission or acknowledgement of the validity of a Third Party ClaimClaim if the extent such settlement, compromise, admission or acknowledgement is not consistent with the other than documents for which the Indemnified Party has claimed or shall claim a legal privilegeprovisions of this Section 12.3.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to If any Third-Party Claims shall be subject commenced, or any claim or demand shall be asserted (other than audits or contests with Taxing Authorities relating to Taxes), in respect of which the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Indemnified Party Claim, proposes to demand indemnification by the Indemnifying Party may electunder Sections 10.2(a) or 10.2(b), at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party shall notify the Indemnifying Party in writing of such demand, setting forth in reasonable detail the basis for the claim and a reasonable estimate of the amount of such claim, if estimable, and the Indemnifying Party shall have the right to assume the entire control of the defense, compromise or settlement thereof (including the selection of counsel), subject to the right of the Indemnified Party to participate (with respect counsel of its choice, but the fees and expenses of such additional counsel shall be at the expense of the Indemnified Party); provided, that the Indemnified Party need not allow the Indemnifying Party to assume control if: (i) counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a non waivable conflict of interest; (ii) the claim for indemnification relates to or arises in connection with any criminal Proceeding, allegation or other claim against the Indemnified Party or its Affiliates; (iii) the Third-Party ClaimClaim involves those customers or suppliers set forth on Schedules 4.19(a) or 4.19(b) of the Disclosure Schedules; (iv) the claim seeks an injunction or equitable remedy or other non-monetary relief against the Indemnified Party or its Affiliates; (v) the Indemnified Party reasonably believes there are legal defenses available to it that are different from, or if additional to, those available to the Indemnifying Party; or (vi) the Indemnified Party reasonably believes that the Loss relating to the claim is reasonably likely to exceed the maximum amount that such Indemnified Party could then be entitled to receive from the Indemnifying Party under the applicable provisions of this Article 10. If the Indemnifying Party elects not to defend or otherwise does not promptly defend such conduct the defense of the Third-Party Claim, such Indemnified Party election shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of constitute the Indemnifying Party, to the extent ’s agreement that the Indemnifying Party is determined matters which are subject to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known are subject to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim indemnification hereunder, the . The Indemnifying Party shall control all aspects of have the defense right to settle and settlement of compromise such Third-Party Claim and may settle, compromise or enter into a judgment claim only with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for (which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned withheld or delayed. ) unless the following shall apply: (iiiA) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of such settlement provides the Indemnified Party relating to any with a complete and unconditional release from such Third-Party Claim, other than documents for which ; (B) the sole relief provided in such settlement is monetary damages that are satisfied in full or assumed by the Indemnifying Party; and (C) such settlement does not include any finding or admission of any violation of Law or admission of wrongdoing on the part of any Indemnified Party. The Indemnified Party has claimed or shall claim a legal privilegewill cooperate with and make available to the Indemnifying Party such assistance (including access to employees) and books, records and other materials as may be reasonably requested.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to (i) If any Third-Party Claims shall be commenced, or any claim or demand shall be asserted (other than audits or contests with Taxing Authorities relating to Taxes), in respect of which the Indemnified Party proposes to demand indemnification by Indemnifying Party under Sections 10.2(a) or 10.2(b), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such demand, setting forth in reasonable detail the basis for the claim and a reasonable estimate of the amount of such claim, if estimable, and the Indemnifying Party shall have the right to assume the entire control of the defense, compromise or settlement thereof (including the selection of counsel), subject to the following terms and conditions: right of the Indemnified Party to participate (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside with counsel of its own choosingchoice, which outside but the fees and expenses of such additional counsel shall be reasonably satisfactory to at the expense of the Indemnified Party). The Indemnifying Party will not compromise or settle any such action, by sending written notice of its election to the suit, proceeding, claim or demand (other than, after consultation with Indemnified Party; , an action, suit, proceeding, claim or demand to be settled by the payment of money damages and/or the granting of releases, provided however, that if, in no such settlement or release shall acknowledge the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party liability for future acts or obligate ATS with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk activities of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (iiNSS) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if Party, which consent shall not be unreasonably withheld. (ii) Notwithstanding anything to the contrary contained in this Section 10.2(c), ATS shall have the sole right to control and make all decisions regarding interests in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for such settlementcontest, compromise or judgment would result provided, however, that in the imposition event such audit or proceeding relates to Taxes for which the Principal Stockholders are responsible and have agreed to indemnify ATS, (A) ATS, NSS, and the Principal Stockholders shall cooperate in the conduct of any non-monetary liability audit or obligation on proceeding relating to such period, (B) the Indemnified Party. If Principal Stockholders shall have the Indemnifying Party assumes control right (but not the obligation) to participate in such audit or proceeding at the Principal Stockholders’ expense, (C) ATS shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes without the written consent of the defense Stockholders’ Representative, which consent shall not unreasonably be withheld, and (D) ATS may, without the written consent of the Principal Stockholders, enter into such an agreement provided that ATS shall have agreed in writing to accept responsibility and liability for the payment of such Taxes and to forego any indemnification under this Article 9Agreement with respect to such Taxes. (iii) The parties will keep each other informed as to matters related to any audit or judicial or administrative proceedings involving Taxes for which indemnification may be sought hereunder, including, without limitation, any settlement negotiations. Refunds of Tax relating to periods ending prior to the Closing Date (or to that portion of a Straddle Period that is prior to Closing under the principles of Section 6.12(a) shall be the property of the Principal Stockholders, but only to the extent that such refunds are not attributable to (A) net operating loss or other carrybacks from periods ending after the Closing Date, (B) refund claims that are initiated by ATS (provided that ATS gives the Stockholders’ Representative prior notice of such possible claim and the Principal Stockholders decline to pursue such refund at its or their own expense) or (C) refunds reflected in the calculation of the Estimated Closing Merger Consideration; provided, however, that ATS shall in no event have an obligation to file or cause to be filed a claim for refund with respect to any Taxes relating to any period. (iv) Any indemnity payment or payment of Tax by the Principal Stockholders or their Affiliates as a result of any audit or contest shall be reduced by the correlative amount, if any, by which any Tax of ATS or its Affiliates is actually reduced for periods ending after the Closing Date as a result thereof. All other refunds of Tax are the property of ATS. (v) The Indemnified Party shall fully reasonably cooperate with the Indemnifying Party in connection therewith any defense, compromise or settlement, subject to this Section 10.2(c) including, without limitation, by making available all pertinent books, records and may employother information and personnel under its control to the Indemnifying Party. (vi) Notwithstanding anything to the contrary contained in this Section 10.2(c), at ATS shall have the sole right to control and make all decisions regarding any timeThird Party Claim involving a material past, a separate outside counsel to represent itcurrent or future NSS customer or vendor; provided provided, however, that in the Indemnified Party shall be solely event the Principal Stockholders are responsible and have agreed to indemnify ATS for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which (A) ATS, NSS, and the Indemnified Party has claimed Principal Stockholders shall cooperate in the defense, compromise or settlement thereof, (B) the Principal Stockholders shall claim a legal privilegehave the right (but not the obligation) to participate in the defense, compromise or settlement thereof at the Principal Stockholders’ expense, and, (C) any compromise or settlement by ATS shall comply with the second sentence of Section 10.2(c)(i).

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions: (i1) Promptly upon Upon receiving a written notice of a Third-Third Party Claim, the Indemnifying Party may electparticipate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim. (2) In order to assume the investigation and defence of a Third Party Claim, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to Indemnifying Party must give the Indemnified Party, by sending Party written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and within thirty (30) days of the Indemnifying Party’s reasonable judgment, a conflict receipt of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Third Party Claim. (ii3) If the Indemnifying Party elects to undertake assumes the investigation and diligently pursue the defense defence of a Third-Third Party Claim: (a) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim hereunderexcept that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and (b) the Indemnifying Party will reimburse the Indemnified Party for all costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim. (4) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party shall control all aspects will not be bound by any determination of the defense Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed). (5) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of such Third-a Third Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, except that the consent of the Indemnified Party if such settlementwill not be required if: (a) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement; and (b) the Indemnified Party is not required to admit any wrongdoing, compromise take or judgment would result in refrain from taking any action, acknowledge any rights of the imposition person making the Third Party Claim or waive any rights that the Indemnified Party may have against the person making the Third Party Claim. (6) The Indemnified Party and the Indemnifying Party agree to keep the other fully informed of the status of any non-monetary liability or obligation on the Indemnified PartyThird Party Claim and any related proceedings. If the Indemnifying Party assumes control the investigation and defence of the defense under this Article 9a Third Party Claim, the Indemnified Party will, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession, control or power of the Indemnified Party, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Party shall fully cooperate on a timely basis with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses defence of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Third Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities of each Party with respect If the claim notified to Third-Party Claims shall be subject to the following terms and conditions: (i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined a result of or in connection with a claim by or liability to a third party then: 11.4.1 no admissions in relation to such third party claim shall be obligated to indemnify made by or on behalf of the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice or any member of the Third-Party Claim shall contain all material information known to JV Group and the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party claim shall not enter into any such settlementbe compromised, compromise disposed of or judgment settled without the prior written consent of the Indemnifying Party; 11.4.2 the Indemnifying Party shall be entitled at his own expense, by notice to the Indemnified Party if such settlementand the Company (and the Parties shall procure that the Company and the relevant member of the JV Group shall co-operate with the Indemnifying Party) to take action to avoid, dispute, defend, appeal, compromise or judgment would result in the imposition of any non-monetary contest such claim or liability or obligation on and the Indemnified Party. If Party shall, and the Parties shall procure that the relevant members of the JV Group shall, at the reasonable request of the Indemnifying Party assumes control allow the Indemnifying Party to act in the name of and on behalf of the defense under this Article 9Indemnified Party or relevant member of the JV Group concerned and to control the conduct of any related proceedings, negotiations or appeals; 11.4.3 where the Indemnifying Party has issued a notice pursuant to Clause 11.4.2, the Indemnified Party shall, and the Parties shall fully cooperate with procure that all relevant members of the JV Group shall give, subject to their being paid reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible reasonably request for the costs and expenses of any purpose referred to in Clause 11.4.2, including instructing such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, professional or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide legal advisers as the Indemnifying Party with access may nominate to all reasonably requested records and documents act on behalf of the Indemnified Party relating to any Third-or relevant member of the JV Group concerned but in accordance with the Indemnifying Party’s instructions, it being agreed that the Indemnifying Party Claim, other than documents for which shall keep the Indemnified Party has claimed and the Company informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Indemnified Party and the Company copies of all material external correspondence (other than such correspondence as is subject to legal professional privilege) relating to the claim; and 11.4.4 the Parties shall claim give reasonable consideration to the interest of the Indemnifying Party hereunder in minimizing any compensation to be paid to the third party and the JV Group’s interest in maintaining a legal privilegegood business relationship between the JV Group and the third party.

Procedure for Third Party Claims. The obligations and liabilities All claims for indemnification made under this Agreement resulting from, related to or arising out of each a third-party claim against an Indemnified Party with respect to Third-Party Claims shall be subject made in accordance with the following procedures. In the event an Indemnified Party becomes aware of a third party claim which such Indemnified Party reasonably believes may result in a Loss, such Indemnified Party shall promptly notify the Stockholder Representative of such claim by delivery of an Officer’s Certificate to the following terms and conditions: Stockholder Representative. Delay or failure in so notifying the Stockholder Representative shall relieve the Stockholder Representative of its obligations under this Article VI only to the extent, if at all, that the Stockholder is actually prejudiced by reason of such delay or failure. If there is a third party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued in defense of such third party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. Within thirty (i30) Promptly days after delivery of such Officer’s Certificate, the Stockholder Representative may, upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending assume control of the defense of such action, suit, proceeding or claim if (1) the Stockholder Representative provides written notice to such Indemnified Party that the Stockholder Representative intends to undertake such defense and that the Stockholders will indemnify the Indemnified Parties against all Losses resulting from or relating to such third-party claim; (2) the Stockholder Representative provides such Indemnified Party with evidence reasonably acceptable to such Indemnified Party that the Stockholders will have the financial resources to defend against the third-party claimant and fulfill their indemnification obligations hereunder; (3) the third-party claim involves only monetary damages that will be fully covered by the Escrow Amount (taking into account all other pending claims against the Escrow Amount) and does not seek an injunction or other equitable relief; (4) settlement of its election or an adverse judgment with respect to the third-party claim is not, in the good faith judgment of Blackbaud, likely to establish a precedent adverse to the continuing business of Blackbaud, and (5) the defense of the third-party claim is conducted actively and diligently by legal counsel reasonably acceptable to such Indemnified Party. If the Stockholder Representative undertakes such defense, Blackbaud will, and will cause the Company to provide the Stockholder Representative with all relevant records, except as may be prohibited by Law or an obligation of confidentiality or is otherwise privileged. If the Stockholder Representative does not assume control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense; provided provided, however, that if, in if the Indemnified Party’s Stockholder Representative assumes control of such defense and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party reasonably concludes, based on advice of counsel, that the Stockholder Representative and the Indemnifying Indemnified Party have conflicting interests with respect to such Third-Party Claimaction, suit, proceeding or if claim, the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, reasonable fees and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk expenses of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known counsel to the Indemnified Party solely in connection therewith shall be considered “Losses” for purposes of this Agreement; provided, however, that in no event shall the Stockholder Representative be responsible for the fees and expenses of more than one counsel per jurisdiction for all Indemnified Parties. The party controlling such defense shall keep the other party reasonably advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect to such Third-Party Claim and shall include copies of materials submitted to thereto. The Indemnified Party by the Third-Party with respect shall not agree to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and any settlement of such Third-Party Claim and may settleaction, compromise suit, proceeding or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment claim without the prior written consent of the Stockholder Representative, not to be unreasonably withheld, delayed or conditioned. The Stockholder Representative shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of all potential Indemnified Parties from all Liability with respect thereto or that imposes any Liability on any potential Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying such Indemnified Party, which written consent shall not be unreasonably withheld, conditioned or delayed. (iii) The Indemnified Party shall provide the Indemnifying Party with access to all reasonably requested records and documents of the Indemnified Party relating to any Third-Party Claim, other than documents for which the Indemnified Party has claimed or shall claim a legal privilege.

Procedure for Third Party Claims. The obligations and liabilities (i) In the event an Indemnified Party becomes aware of each a claim from a third-party which such Indemnified Party with respect reasonably believes may result in any Losses (without giving effect to the limitations in Section 7.5) (a “Third-Party Claims Claim”), such Indemnified Party shall be subject promptly notify the Indemnifying Party of such claim by delivery of a Claim Notice to such Indemnifying Party. Any delay or failure in so notifying the Indemnifying Party shall not relieve the Indemnifying Party of obligations under Section 7.2 except and only to the following terms and conditions:extent, if at all, that such Indemnifying Party is materially prejudiced by reason of such delay or failure. (iii) Promptly upon receiving a The Indemnifying Party shall have the right, exercisable by delivery of written notice to the Indemnified Party irrevocably acknowledging the Indemnifying Party’s obligation to indemnify the Indemnified Party for the full amount of Losses arising from such Third-Party Claim, within twenty (20) days following the receipt of the applicable Claim Notice, to control the defense, negotiation or settlement of a Third-Party Claim, and be represented by counsel of its choice (subject to the Indemnifying Party may electreasonable approval of the Indemnified Party), in each case at its sole optioncost and expense; provided, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined shall not be entitled to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim. (ii) If the Indemnifying Party elects to undertake and diligently pursue assume or control the defense of a Third-Party Claim hereunderunless (A) it acknowledges its obligation to indemnify the Indemnified Parties for any Losses incurred by them, (B) the Third-Party Claim seeks only monetary damages, (C) the Third-Party Claim does not involve any allegation or fraud or violation of Law and (D) Notwithstanding anything to the contrary in this Section 7.3, the Indemnifying Party shall control all aspects not, without the written consent of the defense and settlement of such Indemnified Party, settle or compromise any Third-Party Claim and may settle, compromise or enter into permit a default or consent to entry of any judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any thereto unless such settlement, compromise or judgment without includes only the prior written consent payment of monetary damages in an amount to be covered in its entirety by the Indemnifying Party, contains an unqualified release of such Indemnified Party from all liability in respect of the Third-Party Claim, does not impose any material obligations or restrictions on any of the Indemnified Party if such settlementand, compromise or judgment would in the case of a claim by the Acquisition Sub Indemnified Parties, cannot reasonably be expected to result in a material Tax Liability for taxable periods (or portions thereof) beginning after the imposition of any non-monetary liability or obligation on the Indemnified PartyClosing Date. If the Indemnifying Party assumes control does not elect to control, or is otherwise not controlling the defense, negotiation or settlement of the defense under this Article 9a particular Third-Party Claim, the Indemnified Party shall fully cooperate with may defend against, negotiate, settle (subject to the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that approval of the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party undertakes the defense of a Third-Party Claim hereunder, the Indemnified Party shall not settle, compromise, or enter into any judgment with respect to such Third-Party Claim for which it is seeking or shall seek indemnification hereunder without the prior written consent of Indemnifying Party, which written consent shall not to be unreasonably withheld, conditioned or delayed) or otherwise deal with such Third-Party Claim and be represented by counsel of its choice at the sole cost and expense, including reasonable attorneys’ fees, of the Indemnifying Party. (iii) The Indemnified party controlling the defense of any Third-Party Claim (the “Controlling Party”) shall provide (A) permit the Indemnifying Party with access other party (the “Non-Controlling Party”) to all reasonably requested records and documents participate, at his or its own expense, in the defense of the Indemnified Party relating to any such Third-Party Claim, other than documents for which (B) keep the Non-Controlling Party reasonably informed of material developments in such Third-Party Claim at all stages thereof, and (C) permit the Non-Controlling Party and its counsel to confer on the conduct of the defense thereof. (iv) The Indemnified Party has claimed or shall claim a legal privilegecooperate in all reasonable respects with the Indemnifying Party, any insurance company and their respective counsel in the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and shall furnish such records, information and testimony and attend such conferences, discovery Legal Proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith.