Common use of Procedures Relating to Tax Indemnification Clause in Contracts

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.1, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including written notice of a pending audit) shall be made audit or assessment by any Governmental Authority in writing Taxing authority (a "“Tax Claim"”) is received by one party (together with its Affiliates, the “Tax Indemnified Party”), which, if successful, might result in an indemnity payment pursuant to this this Section 8.1, the party seeking indemnification (the "Tax Indemnified Party") shall notify 6.1 by the other party (together with its Affiliates, the "“Tax Indemnifying Party") ”), the Tax Indemnified Party shall notify the Tax Indemnifying Party in writing of the Tax Claim within 10 ten (10) Business Days of the receipt of such Tax Claim. If written notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim. If the Tax Indemnified Party fails to give the notice as required by the preceding sentence (a “Tax Notice”), the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall of such failure relieve the failure. The Tax Indemnifying Party of any other liability and/or may discharge its indemnification obligation which it may have under this Section 6.1 by paying to a the Tax Indemnified PartyParty all amounts required to be paid by it under this Section 6.1. (ii) The Tax Indemnifying Party may dischargeshall have the right to represent the Company’s interests in any audit or administrative or court proceeding relating to a Tax Claim relating to Tax liabilities for which it would be required to make an indemnity payment pursuant to this Section 6.1, at provided, however, that in cases where a Tax Notice has been provided in accordance with Section 6.1(e)(i), the Tax Indemnifying Party shall have no right to represent the Company’s interests in any timesuch audit or administrative or court proceeding unless it shall have first notified the Tax Indemnified Party in writing of the Tax Indemnifying Party’s intention to do so and the identity of counsel, its indemnification obligation under Section 8.1 if any, chosen by paying the Tax Indemnifying Party in connection therewith and acknowledged to the Tax Indemnified Party that, as between the amount parties, it is liable under this Section 6.1 for any Tax liability resulting from such Tax Claim; provided, further, that the Tax Indemnifying Party shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Claim relating to Taxes for post-2005 Tax periods other than Taxes payable with respect to a Tax Return filed on a combined, consolidated, affiliated or unitary basis by a Company Group if the settlement would require an additional Tax payment with respect to such specific Tax Claim for a particular year in excess of $30,000 unless the Tax Indemnifying Party shall have first obtained the prior written consent of the applicable Tax calculated on the date of Indemnified Party, such payment. consent not to be unreasonably withheld, conditioned or delayed. (iii) Subject to clause clauses (viiv) and (vi) below, the Tax Indemnified Party maymay assume, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim relating to Taxes other than Taxes payable with respect to a Tax Return filed on a combined, consolidated, affiliated or unitary basis by a Company Group for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim pursuant to Section 6.1(e)(ii) by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days thirty (30) Business Days of the receipt of the notice required under Section 8.1(g)(i6.1(e)(i), provided, however, in such case, the Tax Indemnifying Party may, subject to clause (vii) below, assume the defense of any such Tax Claim from the Tax Indemnified Party by providing written notice to the Tax Indemnified Party and reimbursing the Tax Indemnified Party for reasonable expenses incurred in defending such Tax Claim. If the Tax Indemnifying Party does not assume the defense of any such Tax ClaimClaim pursuant to Section 6.1(e)(ii), the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle settle, either administratively or after the commencement of litigation, such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision , conditioned or delayed. Nothing in this Agreement Section 6.1(e) shall be interpreted to obligate the contrary, Purchaser shall control the conduct of all Tax Claims and Indemnified Party to take any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or action in defending any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a)Claim. (iv) Except as provided in clauses (iiiv) and (viivi) below or otherwise provided herein, in the event of a Tax Claim relating to a Straddle Period that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has sole liability and under this Agreement but (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified PartyParty for which the Tax Indemnifying Party does not have liability under this Agreement, then to the extent permitted by applicable LawLaw or by the relevant Taxing Authority, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues described in clause (A) and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issuesissues described in clause (B). Notwithstanding the foregoing, to the extent the issues described in clause (A) cannot be separated from the issues described in clause (B), the party that would bear the majority of the liability if all issues were resolved unfavorably shall have the right at its expense to control the Tax Claim; provided, however, that such party shall not settle such Tax Claim without the prior written consent of the other party which shall not be unreasonably withheld, conditioned or delayed. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement, the Merger Agreement or the any Related Transaction Agreements to the contrary, neither Purchaser nor if a non-income Tax Claim relates to any consolidated, combined, affiliated or unitary Tax Return of its Affiliates the Tax Indemnifying Party with respect to which there are also Tax issues unrelated to such Tax Claim, and after reasonable best efforts the parties have not been able to separate such Tax Claim and unrelated issues for resolution in separate proceedings in a manner reasonably satisfactory to the parties, then the Tax Indemnified Party shall not be entitled to participate in any such Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed Party. Notwithstanding any other provision of this Agreement, the Merger Agreement or any Related Transaction Agreements to paythe contrary, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party shall not be entitled to contest such participate in any income Tax Claim including reasonable outside attorneys'relating to any consolidated, accountants' and investigatory fees and disbursements; and (2) the combined, affiliated or unitary Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount Return of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ixvi) To Notwithstanding any other provision of this Agreement, the Merger Agreement or any Related Transaction Agreements to the contrary, if a Tax Claim relates to any consolidated, combined, affiliated or unitary Tax Return of the Tax Indemnified Party with respect to which there are also Tax issues unrelated to the Tax Claim, and: (1) the parties are able to separate the Tax Claim from the unrelated Tax issues, the Tax Indemnifying Party shall, subject to the conditions and other provisions in Section 6.1(e)(ii), control the Tax Claim, provided, however, that the Tax Indemnifying Party shall not settle, either administratively or after the commencement of litigation, such Tax Claim without the consent of the Tax Indemnified Party, such consent not to be unreasonably withheld, and provided, further, that the Tax Indemnified Party shall have the right, at its expense, to be present at, and participate in, any proceeding relating to such Tax Claim; or (2) after reasonable best efforts the parties have not been able to separate the Tax Claim and unrelated Tax issues for resolution in separate proceedings in a manner reasonably satisfactory to the parties, then the Tax Indemnified Party shall control the Tax Claim; provided, however, that (A) the Tax Indemnified Party shall (W) provide the Tax Indemnifying Party with notice reasonably in advance of any proceeding relating to such Tax Claim and (X) consult in good faith with the Tax Indemnifying Party on the resolution of the issue and on any written submissions (or the portion thereof), to the extent related solely to such Tax Claim, including providing the Tax Indemnifying Party an opportunity to review and provide comments on any such written submission, and (B) the Tax Indemnified Party shall not prohibited by applicable Law settle, either administratively or after the relevant Governmental Authoritycommencement of litigation, such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld, conditioned or delayed. (vii) On or prior to the Closing Date, the relevant Acquired Subsidiary Company shall pay to Parent on the Closing Date CBNA the amount of any liability for current Taxes (other than Taxes for any Straddle Periods imposed on or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued the Company, calculated using the principles and reserves established for specific Taxes on methodologies of the Closing Date Balance Sheet other than any amounts for Deferred Taxes)Tax Agreement, with such amount determined without giving effect to the Merger or the Related Transactions.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (Taxes, including notice of a pending audit) , shall be made by any Governmental Tax Authority in writing (a "Tax Claim")writing, which, if successful, might could result in an indemnity payment pursuant to this Section 8.19.1 (any such claim, a “Tax Claim”), the party seeking indemnification (the "“Tax Indemnified Party"”) shall notify the other party (the "“Tax Indemnifying Party"”) in writing of the Tax Claim within 10 the shorter of (i) fifteen (15) Business Days of the after receipt of such Tax ClaimClaim or (ii) a period equal to one half of the number of Business Days from the date such Tax Claim is received until the first date a response is due with respect thereto. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially actually prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (iib) The Tax Indemnifying Party may dischargemay, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, election and at its own expense, participate control all proceedings taken in and, upon notice to the Tax Indemnifying Party, assume the defense of connection with any Tax Claim for which (including selection of counsel) and may either pay the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of Claim and xxx for a refund where applicable Law permits such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any refund suits or contest such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, ; provided, however, that the Tax Indemnified Indemnifying Party shall not settle or otherwise compromise such Tax Claim (i) without the Tax Indemnified Party’s prior written consent of the Tax Indemnifying Party (which consent shall not be unreasonably withheld. ); or (iiiii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which unless the Tax Indemnifying Party has liability and (B) that are required agrees to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of indemnify the Tax Indemnified PartyParty (and its Affiliates) from and against any Liability for Taxes resulting from such settlement or compromise and such settlement or compromise does not result in any change in accounting method for Tax purposes that affects a Post-Closing Tax Period. If the Tax Indemnifying Party elects to control such Tax Claim, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control keep the Tax Claim but only with respect Indemnified Party informed as to the former issues status of such proceedings (including by providing copies of all notices received from the relevant Tax Authority) and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contraryand, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount resolution of such liability Tax Claim could materially adversely affect the Liability of the Tax Indemnified Party for current Taxes (other than Taxes for Straddle Periods or any amounts which it is not indemnified pursuant to Section 9.1(a), participate in), using counsel of its own choosing and at its own expense, all proceedings (including meetings and conference calls) relating to Deferred Taxes) shown on any Tax Claim. If the Estimated Closing Date Balance Sheet (before Tax Indemnifying Party elects not to control any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts proceedings relating to Deferred Taxes) on a Tax Claim, the Estimated Closing Date Balance Sheet when compared to Tax Indemnified Party shall control such proceedings but shall not settle or compromise such Tax Claim without the Closing Date Balance Sheet. Tax Indemnifying Party’s prior written consent (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII which consent shall not be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxesunreasonably withheld).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (Taxes, including notice of a pending audit) , shall be made by any Governmental Authority in writing (a "“Tax Claim"”), which, if successful, might result in an indemnity payment pursuant to this Section 8.1, the party seeking indemnification (the "“Tax Indemnified Party"”) shall notify the other party (the "“Tax Indemnifying Party"”) promptly in writing of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If Failure to give prompt notice of a Tax Claim (a "“Tax Notice"”) is shall not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise relieve the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party liability under this Agreement except to the extent that the Tax Indemnifying Party demonstrates that the Tax Indemnifying Party’s position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax set forth in the Tax Claim calculated on the date of such payment. Subject to clause (viivi) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i8.1(h)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party Party, which shall not be unreasonably withheld, delayed or conditioned. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable under Requirements of Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (iv) With respect to any Tax Claim for a Straddle Period, (A) each of Legg Mason and Citigroup may participate in the Tax Claim, (B) such Tax Claim shall be contested and defended by the party which would bear the burden of the greater portion of the sum of any adjustment and any corresponding adjustments that reasonably may be anticipated (as determined under Section 8.1(e)); provided that such Tax Claim shall not be settled without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(iiSection 8.1(h)(ii), (iii), ) or (iv) or (v) (the "“Controlling Party"”) shall provide the Nonnon-Controlling Party with notice reasonably in advance of, and the Nonnon-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by pursuant to the Requirements of Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (viivi) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, (A) neither Purchaser Legg Mason nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent Citigroup or any of its Affiliates and (B) neither Citigroup nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Legg Mason or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser Citigroup or Parent Legg Mason to pay any amount more than once whether as Closing Date Purchase Pricepurchase price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) and 8.1(c) with respect to liabilities accrued and reserves established for specific current Taxes that are clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet other than any amounts for Deferred Taxesor PC/CM Final Closing Date Balance Sheet, as the case may be).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority taxing authority, or the party receiving notice of such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.1, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period promptly after receipt of correspondence from any taxing authority requesting audit adjustments, or in reasonable detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, such failure to provide notice promptly will not relieve the Indemnifying Party shall not be liable to the Tax Indemnified Party of its obligations under this Section 11 except and to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve to timely notify actually prejudices the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of 's ability to contest such Tax Claim. With respect to any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Indemnifying Party may defend the same control all proceedings taken solely in connection with such manner as it may deem appropriate, Tax Claim (including, but not limited towithout limitation, settlingselection of and payment for counsel reasonably acceptable to Indemnitee) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that if (i) the Tax Indemnified results of such proceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of the Indemnitee or its ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the Closing Date or (ii) any such proceedings, suit, contest, claim, hearing, compromise or proposed settlement or procedure involves Taxes other than Taxes subject to indemnification, the parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the conduct of such matters. The Indemnitee and the Indemnifying Party shall not cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and the provision to the Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee settle such or otherwise compromise any Tax Claim without the Indemnifying Party's prior written consent of the Tax Indemnifying Party consent, which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If Purchaser or the Company receives notice or other communication from a Taxing Authority of a pending audit or other proceeding relating to the Tax liability of the Company with respect to a Pre-Closing Tax Period or if Seller receives notice or other communication from a Taxing Authority of a pending audit or other proceeding relating to the Tax Liability of the Company with respect to a Post-Closing Tax Period, then the party receiving the notice shall notify the other party in writing of such notice. If a written claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim")Taxing Authority, which, if successful, might reasonably result in an indemnity a payment to Purchaser pursuant to this Section 8.15.13(a)(i) or a payment to Seller pursuant to Section 5.13(a)(2) (a “Tax Claim”), then the party seeking indemnification (the "receiving such Tax Indemnified Party") Claim shall notify forward a copy of such Tax Claim to the other party within ten (the "Tax Indemnifying Party"10) in writing business days of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If notice either party fails to forward a copy of a such Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claimperiod, the Tax Indemnifying Party other party shall not be liable to the party that failed to provide a copy of such Tax Indemnified Party Claim to the extent that the Tax Indemnifying Party their position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Except as provided in Section 5.13(d)(iv), Seller shall have the exclusive authority to control any audit or examination by any Taxing Authority, initiate any claim for refund, amend any Tax Indemnifying Party may dischargeReturn, at and contest, resolve and defend against any timeassessment for Taxes, its indemnification obligation under Section 8.1 by paying notice of Tax deficiency or other adjustment of Taxes of or relating to the Company for Taxes for any Pre-Closing Tax Indemnified Party Period. In the amount event that any such adjustment may have a material adverse effect on the Tax liability of the applicable Purchaser or the Company (the “Affected Party”) for a Post-Closing Tax calculated on Period the date of such payment. Subject to clause Seller (viii) below, shall give the Tax Indemnified Affected Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume any such adjustment, (ii) keep the defense Affected Party fully advised on the progress of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party and (iii) shall not settle or otherwise compromise such proceeding in a manner that would bind an Affected Party for any Post-Closing Tax Claim Period without the prior written consent of the Tax Indemnifying Party Affected Party, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Notwithstanding The Parties shall cooperate with each other or their designee in contesting any other provision Tax Claim, which cooperation shall include (i) the retention of (for the period described in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a5.13(g). (iv) Except as provided in clauses (iii) and (viiupon either Party’s or its designee’s request) herein, in providing reasonable access to the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified other Party, its designee and/or its representative to, records and information which are relevant to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. and (viii) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the rightmaking employees available, at its expensereasonable times and without unnecessary interference with business operations, to participate in such Tax Claim provide additional information or explanation of any material provided hereunder or to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or testify at proceedings before any Governmental Authority to the extent they relate relating to such Tax Claim. (viiiv) Notwithstanding any other provision of this Agreement or the Related Agreements With respect to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidateda Straddle Period, combinedthe Party which would bear the burden of the greater portion of the Tax Liability shall control such Tax Claim, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent (i) the controlling party shall notify Purchaser keep the noncontrolling party fully advised of the progress of such Tax Claim, (ii) the non-controlling party may participate, at its sole expense, in all proceedings relating to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1iii) the Tax Indemnifying Party controlling party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest not settle or compromise such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and without the noncontrolling party’s written consent (2) the Tax Indemnifying Party which shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law unreasonably withheld, conditioned or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxesdelayed).

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including or any other item with regard to which Seller would be required to indemnify Buyer pursuant to this Article IX, including, without limitation, notice of a pending or threatened audit) , shall be made by any Governmental Authority Tax authority or any other Person in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.19.3 hereof, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days ten business days of the its receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such ten-day period or in detail sufficient to apprise inform the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be remain liable to the Tax Indemnified Party except to the extent that the Tax Indemnifying Party Party's position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (iib) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control all proceedings in connection with a Tax Claim. If the Tax Claim but only with Indemnifying Party determines that it will not contest a Tax Claim, it shall so notify the Indemnified Party in a timely fashion and expressly affirm its obligation to indemnify the Indemnified Party in respect to the former issues and (y) of such Tax Claim. If the Tax Indemnifying Party fails to provide such notification, the Indemnified Party shall have the right at its expense to control the Tax Claim be entitled, but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expensenot required, to participate in such Tax Claim take actions that it reasonably deems appropriate to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of protect its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliatesinterest; provided, however, that Parent any action so taken shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) not relieve the Tax Indemnifying Party shall have agreed of its liability pursuant to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party)Section 9.3. Buyer, the amount of Company, its affiliates and any successors thereto shall cooperate with Seller and Seller, its affiliates and any successors thereto shall cooperate with Buyer in contesting Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for Claims, which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authoritycooperation shall include without limitation, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods retention, upon Seller's or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay ParentBuyer's request, as the case may be, an appropriate amount reflecting the provision to Seller or Buyer, as the case may be, of records and information which are relevant to such Tax Claim and making employees available to provide additional information or explanation of any increase material provided hereunder or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts to testify at proceedings relating to Deferred Taxes) on such Tax Claim. If either Buyer or Seller, as the Estimated Closing Date Balance Sheet when compared case may be, fails to cooperate with the other in contesting a Tax Claim as required pursuant to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement preceding sentence, then the party that requested such cooperation shall not be required to indemnify the other party with regard to the contrary, no provision in this Article VIII Tax Claim to which such request for cooperation related. Buyer and Seller shall be interpreted in jointly control the resolution of any manner which will require Purchaser or Parent Tax Claim that relates to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid Straddle Period and could affect the liability of both of them pursuant to this Agreement (including any set-offs required under Agreement. Notwithstanding anything to the contrary contained herein, if the Indemnified Party breaches its obligations pursuant to this Section 8.1(a9.5(b) with respect regard to liabilities accrued and reserves established for specific Taxes on a Tax Claim, the Closing Date Balance Sheet other than Tax Indemnifying Party shall be relieved of any amounts for Deferred Taxes)indemnification obligation it may otherwise have with regard to such Tax Claim.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (Taxes, including notice of a pending audit) , shall be made by any Governmental Tax Authority in writing (a "Tax Claim")writing, which, if successful, might result in an indemnity payment pursuant to this Section 8.16.7 including, for the avoidance of doubt, any claim relating to the Intended Tax Treatment as that term is defined in the Assignment and Assumption Agreement (any such claim, a “Tax Claim”), the party seeking indemnification (the "“Tax Indemnified Party"”) shall notify the other party or parties (the "“Tax Indemnifying Party"”) in writing of the Tax Claim within 10 Business Days of the thirty (30) days after receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claimperiod, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party’s position is materially prejudiced as a result thereof; provided. No claim for indemnification under this Article 6 may be made (i) except in connection with a Tax Claim, and (ii) after the expiration of the applicable statute of limitations for assessments plus thirty (30) days, giving effect to any waiver, mitigation or extension of such period (such date the “Tax Cut-Off Date”) (provided that any claims asserted in no event shall good faith with reasonable specificity (to the extent known at such failure relieve time) and in writing by notice from the Tax Indemnified Party to the Tax Indemnifying Party of any other liability and/or obligation which it may have prior to a such Tax Indemnified PartyCut-Off Date shall survive until finally resolved). (iib) The Tax Indemnifying Party shall control all proceedings taken in connection with any Tax Claim (including selection of counsel) and, without limiting the foregoing, may dischargepursue or forgo any and all reasonable administrative appeals, at proceedings, hearings and conferences with any timeTax Authority with respect thereto, its indemnification obligation under Section 8.1 and may either pay any Taxes imposed by paying a Tax Authority relating to the Tax Indemnified Party the amount of the Claim and make a claim for a refund where applicable Tax calculated on the date of Law permits such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any refund claim or contest such Tax Claim for which the in any permissible manner. If any Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has elects not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim control any proceedings relating to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such a Tax Claim, the Tax Indemnified Party may defend shall control such proceedings. Notwithstanding the same in foregoing, (i) the party controlling a proceeding under this Section 6.8(b) shall keep the other party informed as to the status of such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that proceedings (including by providing copies of all notices received from the relevant Tax Authority) and the other party shall have the right to review and comment on any correspondence from the party controlling the proceeding to the relevant Tax Authority prior to submission of such correspondence to the Tax Indemnified Party Authority and (ii) the party controlling the proceeding shall not settle or compromise such Tax Claim without the other party’s prior written consent of the Tax Indemnifying Party (which consent shall not be unreasonably withheld. (iii) , conditioned or delayed). Notwithstanding any other provision anything to the contrary in this Agreement to Agreement, the contrary, Purchaser Seller shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result proceedings in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt connection with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated Tax Returns of Seller or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods the Acquired Group Companies) or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Seller Consolidated Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance SheetReturns. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including Taxes, including, without limitation, notice of a pending audit) , shall be made by any Governmental Authority taxing authority in writing (a "“Tax Claim"”), which, if successful, might result in an indemnity payment pursuant to this Section 8.14.7(a) hereof, the party seeking indemnification (the "“Tax Indemnified Party"”) shall notify the other party (the "“Tax Indemnifying Party"”) in writing of the Tax Claim within 10 Business Days fifteen business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "“Tax Notice"”) is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise apprize the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially Party’s position would be prejudiced as a result thereof; provided. With respect to any Tax Claim which might result in an indemnity payment to a Buyer Indemnified Party pursuant to Section 4.7(a) hereof (other than a Tax Claim for a Straddle Period or a Conveyance Tax which is allocated between Seller and Buyer pursuant to Section 4.7(g) hereof or any other proceeding involving Taxes for which Buyer has an indemnification obligation pursuant to Section 4.7(a)), that Seller shall control all proceedings taken in no event shall connection with such failure relieve Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnifying Party Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. In no case shall any of any other liability and/or obligation which it may have to a the Buyer Tax Indemnified Party. (ii) The Parties settle or otherwise compromise any Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying Claim referred to in the Tax Indemnified Party the amount preceding sentence without Seller’s prior written consent. Seller shall keep Buyer informed in respect of the applicable Tax calculated on the date all material aspects of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, Claims and Buyer may also participate in such proceedings at its own expense. If Seller determines that it will not contest such a Tax Claim, participate Seller shall so notify Buyer in andtimely fashion and expressly affirm its obligation to indemnify Buyer in respect of such Tax Claim. Failing such notification, Buyer shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Buyer, the Railcar Subsidiaries, their affiliates and any successors thereto shall reasonably cooperate with Seller in contesting such Tax Claim, which cooperation shall include, without limitation, the retention for the period described in Section 4.7(c)(iii) and (upon notice Seller’s request) providing reasonable access to Seller and its representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the Tax Indemnifying Party, assume the defense employer’s business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim for Claim. With respect to Tax Claims in states or localities in which the Tax Indemnifying Party has sole liabilityElections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment liability for which the Taxes for a Pre-Closing Tax Indemnifying Party has liability and (B) that Period are required to be dealt with in a the same proceeding that also involves as separate issues that could affect the relating to a liability for Taxes of the for a Post-Closing Tax Indemnified PartyPeriod, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party Buyer shall have the right, at its expense, to participate in such Tax Claim to control the extent allowed by Law including the right to attend any meetings proceeding with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate respect to such Post-Closing Tax Claim. (vii) Notwithstanding any other provision Period items. Seller and Buyer shall jointly control the resolution of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated a Straddle Period or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Conveyance Tax Claim subject the liability of which is allocated between Seller and Buyer pursuant to Section 8.1(g)(iii4.7(g) or (vii)hereof, the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to payand, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount parties cannot agree on the resolution of any such Tax Claim, such disagreement shall be resolved pursuant to the Tax Dispute Resolution Mechanism. With respect to Tax Claims relating to Pre-Closing Taxes in states or localities in which the Elections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), neither the Buyer, the Railcar Subsidiaries nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party’s liability for current Taxes (other than Taxes for Straddle Periods such year or any amounts relating to Deferred Taxes) shown on a subsequent year without the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in written consent of the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parentother party, as the case which consent may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall not be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).unreasonably

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim")taxing authority, which, if successful, might result in an indemnity indemnifying payment to Buyer or Seller or one of its Affiliates pursuant to this Section 8.110.1 or Section 10.2, the party seeking indemnification (the "Tax Indemnified Party") receiving notice of such claim shall promptly notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such claim (a "Tax Claim"). If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period promptly after receipt of correspondence from any taxing authority requesting audit adjustments, or in reasonable detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, such failure to provide notice promptly will not relieve the Indemnifying Party shall not be liable to the Tax Indemnified Party of its obligations under this Section 10.7 except and to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve to timely notify actually prejudices the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of 's ability to contest such Tax Claim. With respect to any Tax Claim the Indemnifying Party shall control all proceedings taken solely in connection with such Tax Claim (including, without limitation, selection of and payment for which counsel reasonably acceptable to Indemnitee) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnifying Party has sole liability, in the event claimed and sue xxx a refund where applicable law permits such refund suits or contest the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of Claim in any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, permissible manner; provided, however, that if (i) the Tax Indemnified results of such proceeding, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a Material Adverse Effect on the assets, business, operations or financial condition of Buyer, the Company or any of their Affiliates or their ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the Closing Date or (ii) any such proceeding, suit, contest, claim, hearing, compromise or proposed settlement or procedure involves Taxes other than Taxes subject to indemnification, the parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the conduct of such matters. The Indemnitee, the Company, and the Indemnifying Party shall not cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee or the Company settle such or otherwise compromise any Tax Claim without the Indemnifying Party's prior written consent of the Tax Indemnifying Party consent, which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim")Taxing Authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to this Section 8.19.01 or 9.02, the party seeking indemnification (the "Tax Indemnified Party") receiving such claim shall promptly notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such claim (a "Tax Claim"). If notice the indemnified party receives notification of a Tax Claim (and fails to notify the indemnifying party within a "sufficient period of time to allow the indemnifying party to effectively contest such Tax Notice") is not given to the Tax Indemnifying Party within such period Claim, or in reasonable detail sufficient to apprise the Tax Indemnifying Party indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, Seller shall not be liable to the Tax Indemnified Party indemnified party, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that the Tax Indemnifying Party indemnifying party's position is materially actually prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (iib) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying With respect to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of Cemax-Icon for which the either a Straddle Period or a Post-Closing Tax Indemnifying Party has sole liabilityPeriod), Seller shall control all proceedings taken in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle connection with such Tax Claim (including selection of counsel) and, without limiting the prior written consent of foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding claimed and sue for a refund where applicable law permits such refund suits ox xontest the Tax Claim in any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxespermissible manner; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) hereinthat, in the event case of a Tax Claim that involves issues (A) relating relates to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) belowCemax-Icon, with respect to each of the foregoing matters, Seller shall keep Purchaser informed concerning all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct material aspects of such proceedings, and shall pursue resolution of the Tax Claim diligently and in good faith, taking into account Seller's obligations under Section 9.01; and provided, further, however, that, if in the case of a Tax Claim that relates to Cemax-Icon, Purchaser reasonably determines that any of the foregoing conditions are not satisfied, Purchaser may at its option take complete control of the proceedings; provided, further, however, that if Purchaser takes control of the proceedings, Purchaser shall keep Seller informed concerning all material aspects of such proceedings. Seller and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of Cemax-Icon for a Straddle Period. (vic) Except as provided Purchaser, Cemax-Icon and each of their respective affiliates shall cooperate with Seller in clause contesting any Tax Claim, which cooperation shall include the retention and (viiupon Seller's request) below, the party that is controlling the provision to Seller of records and information which are reasonably relevant to such Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance ofClaim, and the Non-Controlling Party shall have the right, making their employees available on a mutually convenient basis to provide additional reasonably relevant information or explanation of any material provided hereunder or to testify at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate relating to such Tax Claim. (viid) Notwithstanding any other provision of this Agreement or the Related Agreements to the contraryIn no case shall Purchaser, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser Cemax-Icon or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party without Seller's prior written consent. Neither party shall have no right to contest any settle a Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on Taxes of Cemax-Icon for a Straddle Period without the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheetparty's prior written consent. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a any claim for Taxes (including notice of a pending audit) shall be is made by any Governmental Authority governmental authority that, if successful, would result in writing an indemnity payment pursuant to Section 5.2(a) (a "Tax Claim"), which, or if successful, might result in notice is given by any governmental authority of the commencement of an indemnity payment pursuant audit with respect to this Section 8.1Taxes that could give rise to such a Tax Claim (a "Tax Audit"), the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim or Tax Audit within 10 Business Days 45 days of the receipt of such claim or such notice, as the case may be, and in sufficient detail to apprise the Indemnifying Party of the nature of the Tax ClaimClaim or the Tax Audit. If notice of a Tax Claim (or a "Tax Notice") Audit is not given to the Tax Indemnifying Party within such 45 day period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax ClaimClaim or the Tax Audit, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party's position is actually and materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying FleetPride shall have the sole right to represent the Tax Indemnified Party the amount interests of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate Oklahoma Truck Supply in and, upon notice to the Tax Indemnifying Party, assume the defense of and to control any Tax Claim for which or the conduct of any Tax Indemnifying Party has sole liabilityAudit. Notwithstanding the foregoing, the Existing Shareholders shall be entitled to participate at their own expense in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, Claim or the conduct of any such Tax Indemnified Party Audit for a Taxable year or period ending after the Closing Date that may defend be subject to indemnification by the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party Existing Shareholders pursuant to Section 5.2(a)(i). FleetPride shall not settle such be entitled to settle, either administratively or after the commencement of litigation, any Tax Claim without the prior written consent of the Tax Indemnifying Party which Existing Shareholders if such settlement would result in an indemnity payment from the Existing Shareholders to FleetPride pursuant to Section 5.2(a)(i). In such case, the Existing Shareholders' consent shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim")Claim is made, which, if successful, might could result in an indemnity payment pursuant to this Section 8.16.9, the party seeking indemnification (the "Tax Indemnified Party") Party shall notify the other party (the "Tax Indemnifying Party") Party in writing of the Tax Claim within 10 twenty (20) Business Days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period twenty (20) Business Days or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party's position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying With respect to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under payment to Buyer pursuant to Section 8.1(a6.9(c)(i). (iv) Except as provided , Seller shall control all proceedings taken in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt connection with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto; provided that Seller shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the not settle any Tax Claim pursuant without Buyer's prior written consent, not to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance ofbe unreasonably withheld, and the Non-Controlling Party Buyer shall have the right, at its sole expense, to participate in any appeals, proceedings, hearings or conferences with any taxing authority. In no case shall the Transferred Subsidiaries, Buyer or any of their respective affiliates or successors, settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent, not to be unreasonably withheld. Buyer, the Transferred Subsidiaries and their respective affiliates and successors shall cooperate with Seller at Seller's expense in contesting such Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to Seller of records and information which are relevant to such Tax Claim and making employees available during normal business hours to the extent allowed by Law including the right provide additional information or explanation of any material provided hereunder or to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or testify at proceedings before any Governmental Authority to the extent they relate relating to such Tax Claim. (vii. Notwithstanding anything in this Section 6.9(d)(ii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject relating to Section 8.1(g)(iii) or (vii)a United States federal income consolidated Tax Return of the affiliated group of corporations that includes the Transferred Subsidiaries and Seller, the Indemnifying Party Seller shall have no the sole right to contest any control and settle all appeals, proceedings, hearings and conferences with the Internal Revenue Service with respect thereto and may, in its sole discretion, either pay the Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to sue for a refund where applicable law permits such refund suits or contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes)permissible manner.

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (Taxes, including notice of a pending audit) , shall be made by any Governmental Taxing Authority in writing (a "“Tax Claim"”), which, if successful, might result in an indemnity payment to either Party pursuant to this Section 8.1, the party seeking indemnification 5.9(a) (the "“Tax Indemnified Party") ”), the Tax Indemnified Party shall notify the other party Party from which indemnification is sought (the "“Tax Indemnifying Party"”) in writing of the Tax Claim within 10 Business Days ten (10) days of the receipt of such Tax Claim. If notice of a Tax Claim (a "“Tax Notice"”) is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the general nature of the Tax Claim, the Tax Indemnifying Party shall not be liable Party’s liability to the Tax Indemnified Party shall be reduced to the extent that by which the Tax Indemnifying Party Party’s position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Except as provided in Section 5.10(d)(iv), with respect to any Tax Claim which might result in an indemnity payment pursuant to Section 5.10(a)(i), the Tax Indemnifying Party may dischargeor its designees shall, at its expense, control all proceedings taken in connection with such Tax Claim to the extent pertaining thereto (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any timeand all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto and may, in its indemnification obligation under Section 8.1 by paying to sole discretion, either pay the Tax Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. (iii) In no case shall the Tax Indemnified Party settle or otherwise compromise any Tax Claim referred to in Section 5.10(d)(ii) above without the amount of the applicable Tax calculated on the date of such paymentIndemnifying Party’s prior written consent. Subject to clause (vii) below, the The Tax Indemnified Party mayshall cooperate with the Tax Indemnifying Party or its designees in contesting such Tax Claim, which cooperation shall include, without limitation, at the Tax Indemnifying Party’s expense (i) the retention of (for the period described in Section 5.10(h)) and (upon the Tax Indemnifying Party’s or its own expense, participate in and, upon notice designees’ request) providing reasonable access to the Tax Indemnifying Party, assume its designees and/or their representatives to, records and information for Pre-Closing Tax Periods or Post-Closing Tax Periods, as applicable, and Straddle Periods which are relevant to such Tax Claim and (ii) making employees available at reasonable times and without undue interference with the defense employer’s business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) With respect to any Tax Claim for relating to a Straddle Period (other than any taxable period beginning before June 29, 2007), the Party which would bear the burden of the greater portion of the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any liability shall control such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party controlling party shall not settle such Tax Claim or compromise the proceeding without the prior written consent of the Tax Indemnifying Party which shall non-controlling party (such consent not to be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed conditioned or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(adelayed). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including Taxes, including, without limitation, notice of a pending audit) , shall be made by any Governmental Authority taxing authority in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.14.7(a) hereof, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days fifteen business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise apprize the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially Party's position would be prejudiced as a result thereof; provided. With respect to any Tax Claim which might result in an indemnity payment to a Buyer Indemnified Party pursuant to Section 4.7(a) hereof (other than a Tax Claim for a Straddle Period or a Conveyance Tax which is allocated between Seller and Buyer pursuant to Section 4.7(g) hereof or any other proceeding involving Taxes for which Buyer has an indemnification obligation pursuant to Section 4.7(a)), that Seller shall control all proceedings taken in no event shall connection with such failure relieve Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnifying Party Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. In no case shall any of any other liability and/or obligation which it may have to a the Buyer Tax Indemnified Party. (ii) The Parties settle or otherwise compromise any Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying Claim referred to in the Tax Indemnified Party the amount preceding sentence without Seller's prior written consent. Seller shall keep Buyer informed in respect of the applicable Tax calculated on the date all material aspects of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, Claims and Buyer may also participate in such proceedings at its own expense. If Seller determines that it will not contest such a Tax Claim, participate Seller shall so notify Buyer in andtimely fashion and expressly affirm its obligation to indemnify Buyer in respect of such Tax Claim. Failing such notification, Buyer shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Buyer, the Railcar Subsidiaries, their affiliates and any successors thereto shall reasonably cooperate with Seller in contesting such Tax Claim, which cooperation shall include, without limitation, the retention for the period described in Section 4.7(c)(iii) and (upon notice Seller's request) providing reasonable access to Seller and its representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the Tax Indemnifying Party, assume the defense employer's business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim for Claim. With respect to Tax Claims in states or localities in which the Tax Indemnifying Party has sole liabilityElections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment liability for which the Taxes for a Pre-Closing Tax Indemnifying Party has liability and (B) that Period are required to be dealt with in a the same proceeding that also involves as separate issues that could affect the relating to a liability for Taxes of the for a Post-Closing Tax Indemnified PartyPeriod, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party Buyer shall have the right, at its expense, to participate in such Tax Claim to control the extent allowed by Law including the right to attend any meetings proceeding with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate respect to such Post-Closing Tax Claim. (vii) Notwithstanding any other provision Period items. Seller and Buyer shall jointly control the resolution of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated a Straddle Period or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Conveyance Tax Claim subject the liability of which is allocated between Seller and Buyer pursuant to Section 8.1(g)(iii4.7(g) or (vii)hereof, the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to payand, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount parties cannot agree on the resolution of any such Tax Claim, such disagreement shall be resolved pursuant to the Tax Dispute Resolution Mechanism. With respect to Tax Claims relating to Pre-Closing Taxes in states or localities in which the Elections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), neither the Buyer, the Railcar Subsidiaries nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability for current Taxes (other than Taxes for Straddle Periods such year or any amounts relating a subsequent year without the written consent of the other party, which consent may not be unreasonably withheld. The Buyer, the Railcar Subsidiaries and the Seller agree to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (cooperate in the case defense against or compromise of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted claim in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes)such Tax Claim proceeding.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (Taxes, including notice of a pending audit) or threatened audit or adjustment, shall be made by any Governmental Authority taxing authority in writing (a "“Tax Claim"”), whichthat, if successful, might could result in an indemnity payment pursuant to this Section 8.17.2, the party Party seeking indemnification (the "“Tax Indemnified Party"”) shall notify the other party Party it believes is responsible for such indemnity payment (the "a “Tax Indemnifying Party"”) in writing of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in writing and in reasonably sufficient detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim within 30 days of receipt of such Tax Claim. If written notice of a Tax Claim is not given to the Tax Indemnifying Party within such 30-day period, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party’s position is materially prejudiced as a result thereof; providedthereof (whether due to an adverse effect on its ability to contest the Tax Claim or otherwise). (b) With respect to any Tax Claim that could result in an indemnity payment pursuant to Section 7.2, that in no event shall such failure relieve the Tax Indemnifying Party shall have 45 days after receipt of any other liability and/or obligation which it may have written notice to a Tax Indemnified Party. elect to undertake, conduct and control all Proceedings (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to including with the consent of the Tax Indemnified Party any settlement thereof) taken in connection with such Tax Claim (through counsel of its own choosing and at its own expense) and, without limiting the amount foregoing, may in its sole discretion and at its sole expense (but without prejudice to any right of the applicable Tax calculated on Indemnified Party to do so) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the date Tax Claim and xxx for a refund where Applicable Law permits such refund suits or contest such Tax Claim in any permissible manner. If within 45 days after the receipt of such payment. Subject the Tax Indemnified Party’s written notice of a claim of indemnity hereunder, the Tax Indemnifying Party does not notify the Tax Indemnified Party that it elects (at the Tax Indemnifying Party’s cost and expense) to clause (vii) belowundertake the defense thereof, the Tax Indemnified Party mayshall have the right, subject to Section 7.3(c) below, to contest, settle or compromise (at the Tax Indemnified Party’s cost and expense) such claim and the Tax Indemnified Party’s actions shall not thereby waive any right of the Tax Indemnified Party to obtain indemnity for such claim (if available) under this Article VII. (c) In no event shall the Tax Indemnified Party, any of its own expenseAffiliates or any successor to any of them, participate settle or otherwise compromise any Tax Claim that would result in and, upon notice to an indemnity payment hereunder by the Tax Indemnifying Party without the Tax Indemnifying Party’s prior written consent, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liabilityconsent shall not be unreasonably withheld, in denied or conditioned. In the event the Tax Indemnifying Party has not assumed the defense of such claim by providing provided a written notice of its intent to assume the defense of such claim response to the Tax Indemnified Party within 30 days of the after receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claimrequest to provide its written consent, the Tax Indemnified Party may defend shall have the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that sole and exclusive right to settle or otherwise compromise the Tax Indemnified Party shall not settle such Tax Claim without Claim. In the prior written consent of event the Tax Indemnifying Party which shall responds within such 30-day period and states that it does not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contraryconsent, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right obligation to undertake, conduct and control (at its expense to control the Tax Claim but only own expense) all further Proceedings with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim")taxing authority, which, if successful, might result in an indemnity indemnifying payment to Buyer or Sellers or one of its Affiliates pursuant to this Section 8.110.1 or Section 10.2, the party seeking indemnification (the "Tax Indemnified Party") receiving notice of such claim shall promptly notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such claim (a "Tax Claim"). If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period promptly after receipt of correspondence from any taxing authority requesting audit adjustments, or in reasonable detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, such failure to provide notice promptly will not relieve the Indemnifying Party shall not be liable to the Tax Indemnified Party of its obligations under this Section 10.6 except and to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve to timely notify actually prejudices the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of 's ability to contest such Tax Claim. With respect to any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Indemnifying Party shall not settle control all proceedings taken solely in connection with such Tax Claim (including, without limitation, selection of and payment for counsel reasonably acceptable to Indemnitee) and, without limiting the prior written consent of foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims claimed and any other claims that may be brought by sue xxx a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed refund where applicable law permits such refund suits or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control contest the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliatespermissible manner; provided, however, that Parent shall notify Purchaser if: (i) the results of such proceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a Material Adverse Effect on the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser assets, business, operations or financial condition of Buyer, the Company or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting or their ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the Closing Date; or (ii) any such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim proceedings, suit, contest, claim, hearing, compromise or proposed settlement or procedure involves Taxes other than Taxes subject to Section 8.1(g)(iii) or (vii)indemnification, the parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the conduct of such matters. The Indemnitee and the Indemnifying Party and each Affiliate shall have no right to contest cooperate in contesting any Tax Claim in accordance with Section 8.1(g) unless: (1) Claim, which cooperation shall include, without limitation, the Tax retention and the provision to the Indemnifying Party shall have agreed of records and information which are reasonably relevant to paysuch Tax Claim, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party making employees available on a mutually convenient basis to contest provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying PartyClaim. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including Taxes, including, without limitation, notice of a pending or threatened audit) , shall be made by any Governmental Authority taxing authority in writing (a "Tax Claim"), which, if successful, might could result in an indemnity payment pursuant to this Section 8.16.8, without regard to the Threshold Amount or any amounts reserved for Taxes on the Final Statement, as contemplated by Section 6.8(a)(i), the party indemnitee seeking indemnification (the "Tax Indemnified Party") shall notify the other indemnifying party (and, if the Controlling Sellers, the Controlling Sellers' Representative) (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days thirty (30) days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such thirty-day period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially Party's position could be prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying With respect to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such a Pre-Closing Tax Claims if such Tax Claims Period that is not a Straddle Period which could result in an indemnity obligation payment to IP pursuant to Section 6.8(a)(i), without regard to the Threshold Amount or any amounts reserved for Taxes on the Final Statement, as contemplated by Parent under Section 8.1(a6.8(a)(i). , the Controlling Sellers' Representative shall control all proceedings taken in connection with such Tax Claim (ivincluding, without limitation, selection of counsel) Except as provided and, without limiting the foregoing, may in clauses (iii) his sole discretion and (vii) hereinat his sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in the event of a Tax Claim that involves issues (A) relating his sole discretion, either cause IP to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control pay the Tax Claim but only (which amount may be offset by IP against the Note in accordance with respect to the former issues terms and (yconditions thereof) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the and xxx for a refund where applicable Purchaser law permits such refund suits or Acquired Subsidiary that is directly or indirectly affected by contest such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliatespermissible manner; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party IP shall have no a right to contest any Tax Claim participate in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only proceedings to the extent that the amount resolution of any such liability for current Tax Claim might reasonably be expected to have a material effect on Taxes (other than Taxes for Straddle Periods following the Closing. In no case shall IP, any of its Affiliates or any amounts successor to either of them, settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Controlling Sellers' Representative's prior written consent. IP, BUSA and the BUSA Subsidiaries, their Affiliates and any successors thereto shall cooperate with the Controlling Sellers' Representative in contesting such Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Controlling Sellers' Representative's request) the provision to the Controlling Sellers' Representative of records and information which are relevant to such Tax Claim and making employees available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in such Tax Claim. In the case of such current any Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Claim that relates to Taxes (other than Taxes for any Straddle Periods of BUSA or any amounts BUSA Subsidiary for a Straddle Period, the Controlling Sellers' Representative and IP shall jointly control the proceedings relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheetsuch Tax Claim. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim")taxing authority, which, if successful, might result in an indemnity payment pursuant to this Section 8.1, or the party seeking indemnification (the "Tax Indemnified Party") receiving notice of such claim shall promptly notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such claim (a “Tax Claim”). If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period promptly after receipt of correspondence from any taxing authority requesting audit adjustments, or in reasonable detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, such failure to provide notice promptly will not relieve the Indemnifying Party shall not be liable to the Tax Indemnified Party of its obligations under this Section 11 except and to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve to timely notify actually prejudices the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (ii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying to the Tax Indemnified Party the amount of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of ’s ability to contest such Tax Claim. With respect to any Tax Claim for which the Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Indemnifying Party may defend the same control all proceedings taken solely in connection with such manner as it may deem appropriate, Tax Claim (including, but not limited towithout limitation, settlingselection of and payment for counsel reasonably acceptable to Indemnitee) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that if (i) the Tax Indemnified results of such proceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of the Indemnitee or its ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the Closing Date or (ii) any such proceedings, suit, contest, claim, hearing, compromise or proposed settlement or procedure involves Taxes other than Taxes subject to indemnification, the parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the conduct of such matters. The Indemnitee and the Indemnifying Party shall not cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and the provision to the Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee settle such or otherwise compromise any Tax Claim without the Indemnifying Party’s prior written consent of the Tax Indemnifying Party consent, which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall control the conduct of all Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iii) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by such Tax Claim shall have the right to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the Tax Claim pursuant to Sections 8.1(g)(ii), (iii), (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including ------------------------------------------ Taxes, including, without limitation, notice of a pending or threatened audit) , shall be made by any Governmental Authority Taxing authority in writing (a "Tax Claim"), which, if --------- successful, might result in an indemnity payment pursuant to this Section 8.1, the ----------- party seeking indemnification (the "Indemnified Tax Indemnified Party") shall notify the --------------------- other party (the "Indemnifying Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days ---------------------- thirty business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such thirty-day ---------- period or in detail sufficient to apprise the Indemnifying Tax Indemnifying Party of the nature of the Tax Claim, the Indemnifying Tax Indemnifying Party shall not be liable to the Indemnified Tax Indemnified Party to the extent that the Indemnifying Tax Indemnifying Party is Party's position would be actually and materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party. (iii) The Tax Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.1 by paying Standard Pacific shall have the sole right to represent the Tax Indemnified Party the amount interests of the applicable Tax calculated on the date of such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate Panel Concepts in and, upon notice to the Tax Indemnifying Party, assume the defense of any Tax Claim claim for which Taxes relating to Taxable periods ending on or before the Tax Indemnifying Party has sole liabilityClosing Date, in the event the Tax Indemnifying Party has not assumed the defense of such claim by providing written notice and to employ counsel of its intent choice at its expense. Notwithstanding the foregoing, Standard Pacific shall not be entitled to assume settle, either administratively or after the defense commencement of such litigation, any claim to for Taxes that would adversely affect the Tax Indemnified Party within 30 days liability for Taxes of HON or Panel Concepts for any Taxable period ending after the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such Tax Claim, the Tax Indemnified Party may defend the same in such manner as it may deem appropriate, Closing Date (including, but not limited to, settlingthe imposition of income Tax deficiencies, providedthe reduction of asset basis or cost adjustments, howeverthe lengthening of any amortization or depreciation periods, that the Tax Indemnified Party shall not settle such Tax Claim denial of amortization or depreciation deductions or the reduction of loss or credit carryforwards) without the prior written consent of HON. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that Standard Pacific has indemnified HON against the effects of any such settlement. (ii) HON shall have the sole right to represent the interests of Panel Concepts in the defense of any claim for Taxes relating to Taxable periods ending after the Closing Date. Notwithstanding the foregoing, Standard Pacific shall be entitled to participate at its expense in the defense of any claim for Taxes for a Taxable year or period ending after the Closing Date that may be subject to indemnification by Standard Pacific pursuant to Section 8.1(a) and, with the written consent of HON, and at -------------- Standard Pacific's sole expense, may assume the entire defense of such Tax Indemnifying Party claim, subject to the second and third sentences of Section 8.2(b)(i). ----------------- Neither HON nor Panel Concepts may agree to settle any Tax claim for the portion of the Taxable year or period ending on the Closing Date that may be the subject of indemnification by Standard Pacific under Section 8.1(a) -------------- without the prior written consent of Standard Pacific, which consent shall not be unreasonably withheld. (c) After the Closing Date, Standard Pacific and HON shall: (i) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns that such other party is responsible for preparing and filing in accordance with this Article 8; --------- (ii) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Tax Returns of Panel Concepts; (iii) Notwithstanding any other provision in this Agreement make available to the contraryother and to any Taxing authority as reasonably requested all information, Purchaser shall control the conduct of all Tax Claims records and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law documents relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a).Taxes of Panel Concepts; (iv) Except as provided provide timely notice to the other in clauses (iii) and (vii) herein, in the event writing of a any pending or threatened Tax Claim that involves issues (A) relating to a potential adjustment audits or assessments of Panel Concepts for Taxable periods for which the Tax Indemnifying Party has other may have a liability under this Article ------- 8; and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues.- (v) Except as provided furnish the other with copies of all correspondence received from any Taxing authority in clause (vii) below, connection with any Tax audit or information request with respect to all other Tax Claims, the applicable Purchaser or Acquired Subsidiary that is directly or indirectly affected by any such Tax Claim shall have the right to control the conduct of such proceedingsTaxable period. (vid) Except as provided in clause (vii) belowWithin 60 days following the Closing Date, the party that is controlling the Standard Pacific shall deliver or cause to be delivered to HON copies of all Tax Claim pursuant to Sections 8.1(g)(ii)Returns of Panel Concepts for any Taxable year or other period commencing on or after December 4, (iii)1991 and all schedules, (iv) or (v) (the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, work papers and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed by Law including the right to attend any meetings with a Governmental Authority other documents (including meetings with examinerswithout limitation appraisals and other background information) or hearings or proceedings before any Governmental Authority to which are in the extent they possession of Standard Pacific and which relate to such Tax ClaimReturns. (vii) Notwithstanding any other provision of this Agreement or the Related Agreements to the contrary, neither Purchaser nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates; provided, however, that Parent shall notify Purchaser to the extent any such Tax Claim involves any issues that could materially adversely effect Purchaser or any of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issues. (viii) Except with respect to any Tax Claim subject to Section 8.1(g)(iii) or (vii), the Indemnifying Party shall have no right to contest any Tax Claim in accordance with Section 8.1(g) unless: (1) the Tax Indemnifying Party shall have agreed to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and (2) the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only to the extent that the amount of such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheet. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (Taxes, including notice of a pending audit) , shall be made by any Governmental Tax Authority in writing (a "Tax Claim")writing, which, if successful, might result in an indemnity payment pursuant to this Section 8.15.1 (any such claim, a “Tax Claim”), the party seeking indemnification (the "“Tax Indemnified Party"”) shall shall, subject to the requirements of Section 5.2(d), notify the other party (the "“Tax Indemnifying Party"”) in writing of the Tax Claim within 10 15 Business Days of the after receipt of such Tax Claim. If notice of a Tax Claim (a "“Tax Notice"”) is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party’s position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of . A claim for indemnification pursuant to Section 5.1(a) or 5.1(b) for any other liability and/or obligation which it may have to matter not involving a Tax Indemnified PartyClaim may be asserted by notice to the party from whom indemnification is sought. No claim for indemnification under this ARTICLE V may be made after the expiration of the applicable statute of limitations for the relevant claim plus thirty (30) days. (iib) The Tax Indemnifying Party shall control all proceedings taken in connection with any Tax Claim (including selection of counsel) and, without limiting the foregoing, may dischargepursue or forgo any and all administrative appeals, at proceedings, hearings and conferences with any timeTax Authority with respect thereto, its indemnification obligation under Section 8.1 and may either pay any Taxes imposed by paying a Tax Authority relating to the Tax Indemnified Party the amount of the Claim and make a claim for a refund where applicable Tax calculated on the date of Law permits such payment. Subject to clause (vii) below, the Tax Indemnified Party may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party, assume the defense of any refund claim or contest such Tax Claim for which the in any permissible manner. If any Tax Indemnifying Party has sole liability, in the event the Tax Indemnifying Party has elects not assumed the defense of such claim by providing written notice of its intent to assume the defense of such claim control any proceedings relating to the Tax Indemnified Party within 30 days of the receipt of the notice required under Section 8.1(g)(i). If the Tax Indemnifying Party does not assume the defense of any such a Tax Claim, the Tax Indemnified Party may defend the same in shall control such manner as it may deem appropriate, including, but not limited to, settling, proceedings; provided, however, that (i) the Tax Indemnified Party shall not settle such Tax Claim without the prior written consent of keep the Tax Indemnifying Party which shall not be unreasonably withheld. (iii) Notwithstanding any other provision in this Agreement informed as to the contrary, Purchaser shall control the conduct status of such proceedings (including by providing copies of all notices received from the relevant Tax Claims and any other claims that may be brought by a Third-Party that relate to whether the Life Insurance Contracts, Annuity Contracts and/or any other products issued, assumed, modified, exchanged, administered, marketed or sold by the Acquired Subsidiaries satisfy the conduct requirements of sections 72, 101, 7702 and/or 7702A (as relevant) of the Code and Treasury Regulations promulgated thereunder or any other applicable provisions of Law relating to Taxes; provided, however, Parent shall control all such Tax Claims if such Tax Claims could result in an indemnity obligation by Parent under Section 8.1(a). (iv) Except as provided in clauses (iiiAuthority) and (vii) herein, in the event of a Tax Claim that involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control review and comment on any correspondence from the Tax Claim but only with respect Indemnified Party to the former issues relevant Tax Authority prior to submission of such correspondence to the Tax Authority and (yii) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (v) Except as provided in clause (vii) below, with respect to all other Tax Claims, the applicable Purchaser not settle or Acquired Subsidiary that is directly or indirectly affected by compromise such Tax Claim without the Tax Indemnifying Party’s prior written consent (which consent shall have not be unreasonably withheld, conditioned or delayed). If the right Tax Indemnified Party controls any proceedings relating to control the conduct of such proceedings. (vi) Except as provided in clause (vii) below, the party that is controlling the a Tax Claim pursuant to Sections 8.1(g)(iithis Section 5.2(b), (iii), (iv) or (v) (then the "Controlling Party") shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Tax Indemnified Party shall have in good faith attempt to minimize the right, at its expense, amount of Taxes or Liability subject to participate in such Tax Claim indemnification under Section 5.1 with respect to the extent allowed by Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim. (viic) Notwithstanding Without limiting Seller’s rights under Section 5.2(b), in the case of any other provision claim for indemnification in respect a breach of this Agreement a representation or warranty set forth in Section 2.8(e) or a claim for indemnification in respect of Section 5.1(a)(v) or Section 5.1(a)(vii), (i) once the Related Agreements applicable Governmental Body issues a tax assessment notice to Purchaser requiring the payment of Capital Gains Taxes or any Taxes for which Purchaser has a claim for indemnification in Section 5.1(a)(vii) by a specified due date, Purchaser shall notify Seller of such obligation and the due date within two (2) Business Days following the date Purchaser receives such tax assessment notice; (ii) once so notified, Seller shall make such payments to Purchaser at least two (2) Business Days prior to the contrary, neither Purchaser nor any due date so as to enable Purchaser’s timely payment of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Parent such Capital Gains Taxes or any of its AffiliatesTaxes for which Purchaser has a claim for indemnification in Section 5.1(a)(vii); provided, however, that Parent and (iii) Purchaser shall notify Purchaser pay over such amounts to the extent any applicable Governmental Body on or prior to the due date set forth in such Tax Claim involves any issues that could materially adversely effect Purchaser or any tax assessment notice or, promptly following receipt of their Affiliates and will inform and discuss with Purchaser how Parent is addressing and contesting such issues and will consider and act in good-faith with respect to such issuesthe relevant amounts from Seller, if later. (viiid) Except with respect Without limiting the parties rights under Section 5.1(a) or 5.2(a) to any (c), in the case of a Tax Claim subject to (except as such claim is provided for in Section 8.1(g)(iii) or (vii5.2(c)), once the applicable Governmental Body issues a tax assessment notice to the Tax Indemnified Party requiring the payment of the Tax Claim by a specified due date, the Tax Indemnified Party shall notify the Tax Indemnifying Party shall have no right to contest any of such obligation and the due date within two (2) Business Days following the date the Tax Claim in accordance with Section 8.1(gIndemnified Party receives such tax assessment notice; (ii) unless: (1) once so notified, the Tax Indemnifying Party shall have agreed make such payments to pay, and shall be currently paying, all reasonable costs and expenses incurred by the Tax Indemnified Party to contest such Tax Claim including reasonable outside attorneys', accountants' and investigatory fees and disbursements; and at least two (2) Business Days prior to the due date so as to enable the Tax Indemnifying Party shall have advanced Party’s timely payment of such Tax Claim; and (iii) subject to the Tax Indemnified Party, on an interest-free basis compliance with (and with no additional net after-tax cost to the Tax Indemnified Party), the amount of Tax in controversy (but not in excess of the lesser of (Aii) the amount of Tax for which the Tax Indemnifying Party could be liable under this Agreement or (B) the amounts actually expended by the Tax Indemnified Party) to the extent necessary for the contest to proceed in the forum selected by the Tax Indemnifying Party. (ix) To the extent not prohibited by applicable Law or the relevant Governmental Authority, the relevant Acquired Subsidiary Tax Indemnified Party shall pay to Parent on the Closing Date the amount of any liability for current Taxes (other than Taxes for any Straddle Periods or any over such amounts relating to Deferred Taxes) that are reflected on the Estimated Closing Date Balance Sheet, provided, however, to the extent all applicable Governmental Body on or a portion of such Taxes cannot be paid under applicable Law or pursuant to a rule or regulation of a relevant Governmental Authority, then Purchaser shall pay to Parent such amounts on the Closing Date, but only prior to the extent that the amount of due date set forth in such liability for current Taxes (other than Taxes for Straddle Periods or any amounts relating to Deferred Taxes) shown on the Estimated Closing Date Balance Sheet (before any amounts are paid by Purchaser or any Acquired Subsidiary pursuant to Sections 8.1(g)(ix) or Section 8.8) has decreased (in the case of such current Tax liability) the Closing Date Purchase Price by such amount. Parent shall pay Purchaser or Purchaser shall pay Parent, as the case may be, an appropriate amount reflecting any increase or decrease in the amounts reflected as a liability for current Taxes (other than Taxes for any Straddle Periods or any amounts relating to Deferred Taxes) on the Estimated Closing Date Balance Sheet when compared to the Closing Date Balance Sheettax assessment notice. (x) Notwithstanding any provision in this Agreement to the contrary, no provision in this Article VIII shall be interpreted in any manner which will require Purchaser or Parent to pay any amount more than once whether as Closing Date Purchase Price, as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to this Agreement (including any set-offs required under Section 8.1(a) with respect to liabilities accrued and reserves established for specific Taxes on the Closing Date Balance Sheet other than any amounts for Deferred Taxes).