Common use of Procedures Clause in Contracts

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt by any Person seeking indemnification an indemnified party under this Article XX Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the “Indemnified Party”) of indemnifying party a written notice of the assertion of commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any claim by a third other indemnifying party similarly noticed, to assume the defense thereof with respect counsel mutually satisfactory to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoparties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the Indemnified Party commencement of any such action, if prejudicial to give its ability to defend such action, shall relieve such indemnifying party of any liability to the Indemnifying Party indemnified party under this Section 2.7, but the omission so to deliver written notice as provided herein shall to the indemnifying party will not relieve Owner it of any of its obligations hereunderliability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume in the defense of any Third Party Claim by written notice such claim or litigation, shall, except with the consent of each indemnified party, consent to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense entry of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise judgment or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to enter into any settlement that (a) which does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability with in respect to such Third Party Claim claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunderlitigation. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided The indemnity agreements contained in this Section 20.32.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because consent of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherindemnifying party.

Procedures. Promptly after Executive shall notify the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a third party with respect to any matter in respect Gross-Up Payment. Such notice shall be given as soon as practicable after Executive knows of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner such claim and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that apprise the failure Company of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner nature of the Indemnification Notice; provided, however, that counsel selected by claim and the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during date on which the Indemnified Party has failed claim is requested to give notice of such Third Party Claim as provided above)be paid. If Owner shall assume Executive agrees not to pay the defense claim until the expiration of the Third Party Claimthirty-day period following the date on which Executive notifies the Company, then or such shorter period ending on the Owner shall not compromise or settle such Third Party Claim without date the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability Taxes with respect to such Third Party Claim or claim are due (bthe "Notice Period"). If the Company notifies Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, Executive shall: (i) involves give the imposition of equitable remedies or Company any information reasonably requested by the imposition of any material obligations on Company relating to the claim; (ii) take such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long action in connection with the claim as the Owner is contesting any Company may reasonably request, including, without limitation, accepting legal representation with respect to such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption claim by an attorney reasonably selected by the Owner of Company and reasonably acceptable to Executive; (iii) cooperate with the defense of any Third Party Claim as provided Company in this Section 20.3, good faith in contesting the Indemnified Party shall be permitted claim; and (iv) permit the Company to participate in any proceedings relating to the defense claim. Executive shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such Third Party Claim claim. If requested by the Company, Executive agrees either to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner and to employ counsel at its own expense (it being understood that Owner controls prosecute such defense)contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; providedPROVIDED, howeverHOWEVER, that, if the defendants Company directs Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Executive on an after-tax and interest-free basis (the "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Executive in any Third Party Claim writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall include both pay to Executive an Owner and any Indemnified Partyadditional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated Executive agrees to pay the expenses amount of more than one separate counsel for all Indemnified Parties, taken togetherthe Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly after (i) Subject to clause (ii) below, each Elective Redemption of IBG Holdings Shares shall be effected in accordance with the receipt by any Person seeking indemnification under IBG Holdings Operating Agreement. (ii) Except as otherwise provided in this Article XX clause (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”ii), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner each IBG Holdings Member who shall be entitled to assume cause the defense redemption of any Third Party Claim such IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an “Electing Member”) shall prepare and deliver to IBG Holdings and IBGI, for IBG LLC as its managing member and for itself, a written request in the form attached hereto as Exhibit C signed by written notice such Electing Member (A) stating the number of IBG Holdings Shares that such Electing Member desires to have redeemed and (B) certifying that such Electing Member is entitled to cause the redemption of the IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares (each such request, a “Redemption Request”). A properly completed Redemption Request must be delivered to IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the Indemnified Party General Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 4.1. Once delivered, a Redemption Request shall be irrevocable. (iii) Upon receipt of all Redemption Requests relating to a given General Redemption Date, unless otherwise determined by IBGI, IBG LLC and IBG Holdings that the redemption of IBG Holdings Shares will be funded as provided in Section 4.3(c), IBGI shall use its commercially reasonable efforts to consummate a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such intention given within thirty Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to IBGI that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (30) days after the receipt by Owner “Public Offering Redemption Price”). IBG LLC shall bear the costs of the Indemnification Notice; providedPublic Offering other than (i) underwriting discounts or placement agency fees, however, that counsel selected which effectively shall be borne by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the IBG Holdings Members making such Redemption Requests and (ii) legal fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherselling IBG Holdings Members.

Procedures. Promptly After receipt of the Notice of termination, the Contractor shall, to the extent appropriate to the termination, cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Contractor agrees to: 1. settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with approval or ratification of the Principal Representative, to the extent he or she may require, which approval or ratification shall be final for all purposes of this clause; and, 2. assign to the State, in the manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. The Contractor shall submit his or her termination claim to the Principal Representative promptly after receipt of a Notice of termination, but in no event later than three (3) months from the receipt effective date thereof, unless one or more extensions in writing are granted by the Principal Representative upon written request of the Contractor within such three-month period or authorized extension thereof. Upon failure of the Contractor to submit his or her termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. Costs claimed, agreed to, or determined pursuant to the preceding and following paragraph shall be in accordance with the provisions of the Colorado Procurement Code or the applicable procurement code for institutions of higher education. Subject to the preceding provisions, the Contractor and the Principal Representative may agree upon the whole or any Person seeking indemnification part of the amount or amounts to be paid to the Contractor by reason of the termination under this Article XX (clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the “Indemnified Party”) of written notice of the assertion of Contractor and any claim by a third party with respect reasonable loss upon outstanding commitments for personal services which he or she is unable to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretocancel; provided, however, that in connection with any outstanding commitments for personal services which the failure Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be embodied in an Amendment to this Contract and the Contractor shall be paid the agreed amount. The State may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the termination portion of this Contract, whenever, in the opinion of the Indemnified Party Principal Representative, the aggregate of such payments is within the amount to give which the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations Contractor will be entitled hereunder, except . The Contractor agrees to transfer title and deliver to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume State, in the defense of any Third Party Claim by written notice manner, at the time, and to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedextent, howeverif any, that counsel selected directed by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees Principal Representative, such information and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, thatitems which, if the defendants Contract had been completed, would have been required to be furnished to the State, including: a. completed or partially completed plans, Drawings and information; and, b. materials or equipment produced or in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because process or acquired in connection with the performance of the availability Work terminated by the Notice. Other than the above, any termination inventory resulting from the termination of different the Contract may, with written approval of the Principal Representative, be sold or additional defenses acquired by the Contractor under the conditions prescribed by and at a price or prices approved by the Principal Representative. The proceeds of any such disposition shall be applied in reduction of any payments to be made by the State to the Contractor under this Contract or shall otherwise be credited to the price or cost of Work covered by this Contract or paid in such Indemnified Partyother manners as the Principal Representative may direct. Pending final disposition of property arising from the termination, the Contractor agrees to take such Indemnified Party shall then have action as may be necessary, or as the right Principal Representative may direct, for the protection and preservation of the property related to select separate counsel to participate this Contract which is in the defense possession of such Third Party Claim on its behalfthe Contractor and in which the State has or may acquire an interest. Any disputes as to questions of fact, at which may arise hereunder, shall be subject to the expense Remedies provisions of Owner; provided that the Owner shall not be obligated to pay Colorado Procurement Code or the expenses applicable procurement code for institutions of more than one separate counsel for all Indemnified Parties, taken togetherhigher education.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of The Indemnitees agree to provide Company with prompt written notice of the assertion of any claim by a third party with respect to any matter in respect of Claim for which indemnification may be is sought hereunder (a “Third Party under this Agreement. Indemnitor agrees, at its own expense, to provide attorneys reasonably acceptable to Institutions to defend against any such Claim”). The Indemnitees shall cooperate with Indemnitor, the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner at Indemnitor’s expense, in such defense and shall thereafter keep Owner reasonably informed with respect theretopermit Indemnitor to conduct and control such defense and the disposition of such Claim (including without limitation all decisions relative to litigation, appeal, and settlement); provided, however, that any Indemnitee shall have the failure right to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. retain its own counsel, at the expense of Indemnitor, if representation of such Indemnitee by the counsel retained by Indemnitor would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel; and provided, further that, in such event, Institutions agree to use diligent efforts to select counsel, and to cause any other Indemnitees affiliated with their respective institutions to select counsel, that minimizes the number of counsel retained by all Indemnitees. Indemnitor agrees to keep counsel(s) for Indemnitees informed of the Indemnified Party progress in the defense and disposition of such Claim and to give the Indemnifying Party notice as provided herein consult with Institutions with regard to any proposed settlement. Company shall not relieve Owner settle any Claim that has an adverse effect on the rights of any of its obligations hereunder, except to the extent Indemnitee hereunder that Owner is materially prejudiced not immaterial or that admits any liability by such failure. Owner shall be entitled to assume the defense of or imposes any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for obligation on any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim Indemnitee without the prior written consent of the Indemnified Partysuch Indemnitee, which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does delayed. An Indemnitee may not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding Claim without the assumption by the Owner prior written consent of the defense of any Third Party Claim as provided in this Section 20.3Company, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner which consent shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Partiesunreasonably withheld, taken togetherconditioned or delayed.

Procedures. Promptly after the receipt by any Person seeking (a) If a Buyer Indemnified Party or Seller Indemnified Party that is entitled to seek indemnification under this Article XX Section 7.3 (the an “Indemnified Party”) has a claim for indemnification under this Article VII, other than a claim for indemnification that involves a Third Party Claim, it shall give written notice (a “Claim Notice”) to Seller or Buyer, as applicable (in each case, the “Indemnifying Party”), which notice shall describe in reasonable detail to the extent then known the nature of such claim and the factual basis and circumstances surrounding the same and set forth an estimate of the amount of Damages attributable to such claim. The Indemnifying Party shall, within 30 days after its receipt of a Claim Notice, notify the Indemnified Party in writing as to whether the Indemnifying Party admits or disputes the claim described in the Claim Notice. If the Indemnifying Party gives written notice that it admits the indemnification claim described in the Claim Notice, then the Indemnified Party shall be entitled to indemnification pursuant to the provisions of this Article VII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Party notifies the Indemnified Party in writing that it disputes the claim for indemnification, or that it admits the entitlement of the Indemnified Party to indemnification under this Article VII with respect thereto but disputes the amount of the Damages in connection therewith, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Party and the Indemnifying Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (b) If an Indemnified Party receives notice of the assertion or commencement of any claim claim, demand, action, suit or proceeding made or brought by any Person who or which is not a third party with respect Party to any matter in respect of which indemnification may be sought hereunder this Agreement (a “Third Party Claim”)) against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought is obligated to provide indemnification under this Agreement, the Indemnified Party shall will give the Indemnifying Party prompt written notice thereof, but in any event not later than 10 Business Days after receipt of such written notice of such Third Party Claim (the “Indemnification Third Party Claim Notice”). Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Within 15 days after receipt of the Third Party Claim Notice, the Indemnifying Party shall notify the Indemnified Party in writing that Indemnifying Party either (i) disputes the right of the Indemnified Party to Owner and shall thereafter keep Owner reasonably informed indemnification under this Article VII with respect theretoto the Third Party Claim or (ii) admits the right of the Indemnified Party to indemnification under this Article VII with respect to Damages arising in connection with the Third Party Claim. The failure of the Indemnifying Party to respond to the Indemnified Party within such 15-day period after receipt of a Third Party Claim Notice shall be deemed to constitute a response by the Indemnifying Party that it disputes the right of such Indemnified Party to indemnification under this Article VII with respect to that Third Party Claim. (c) If the Indemnifying Party admits in writing that the Indemnified Party is entitled to indemnification under this Article VII with respect to a Third Party Claim, then in such event (i) the Indemnifying Party shall diligently defend the Third Party Claim with counsel approved by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) the Indemnifying Party shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that with respect to any claim related to Taxes, such claim shall be defended by the failure Person who has legal liability for the claim subject to the control of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner and the approval rights of any clause (ii). The costs and expenses of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner defense shall be entitled to assume payable by the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedIndemnifying Party. If, however, that counsel selected by (i) the Indemnifying Party shall be reasonably satisfactory at any time fails to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume so conduct the defense of the Third Party Claim, then the Owner shall not compromise Claim or settle such Third Party Claim without the prior written consent of (ii) the Indemnified Party, (A) determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which consent it would be entitled to full indemnification under this Agreement or (B) upon consultation with counsel has reasonably determined in its good faith judgment that joint representation by counsel for the Indemnified Party and the Indemnifying Party violates or would violate applicable ethical and professional rules, then the Indemnified Party (upon notice to the Indemnifying Party) may participate, together with counsel for the Indemnifying Party, in the defense, compromise or settlement of such Third Party Claims, and the reasonable costs and expenses of such participation shall not be unreasonably withheldpayable by the Indemnifying Party. (d) If the Indemnifying Party disputes in good faith the right of the Indemnified Party to indemnification under this Article VII with respect to the Third Party Claim described in a Third Party Claim Notice, delayed or conditionedthen in such event (i) the Indemnified Party may defend the Third Party Claim with counsel of its choice; provided, however, that the Indemnified Party (x) shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of diligently defend such Third Party Claim and (y) may not enter into a settlement thereof without obtaining approval of the Indemnifying Party (which approval shall not be unreasonable withheld, conditioned or delayed), unless the Indemnified Party will not be seeking indemnification for any amounts paid pursuant to employ counsel at its own expense such settlement thereof or for any other consequences (it being understood that Owner controls except to the extent such defensesettlement would not prejudice the rights of the Indemnifying Party); provided, however, that, if and (ii) the defendants amount of Damages incurred by the Indemnified Party in any connection with such Third Party Claim shall include both an Owner be a disputed indemnification claim to be resolved by settlement between the Indemnifying Party and any Indemnified Party, and such the Indemnified Party shall have reasonably concluded that counsel selected or by Owner has a conflict proceedings commenced in an appropriate court of interest because of competent jurisdiction by either the availability of different Indemnifying Party or additional defenses to such Indemnified Party, such the Indemnified Party shall then have or by any other mutually agreeable method. (e) A failure to give timely notice or to include any specified information in any notice as provided in Section 7.5(a) or 7.5(b) will not affect the rights or obligations of any Party hereunder, except and only to the extent that, as a result of such failure, any Party that was entitled to receive such notice or information was deprived of its right to select separate counsel to participate in the defense recover any payment under its applicable insurance coverage or was otherwise prejudiced as a result of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherfailure.

Procedures. Promptly after the receipt by any (a) An Indemnified Person seeking indemnification under this Article XX hereunder shall give a written notice to the Founders (the a “Indemnified PartyNotice of Claim”) specifying (i) in reasonable detail the nature and basis for a claim for indemnification pursuant to the relevant Acquisition Agreement(s), including the section(s) of the relevant Acquisition Agreement(s) supporting its claim, and the facts and circumstances supporting its claim, and (ii) the dollar amount of the claim, or if such amount is unknown, a good faith reasonable estimate of the dollar amount of the claim. The Notice of Claim shall be provided to the Founders as soon as practicable after the Indemnified Person becomes aware that it has incurred or suffered any Losses. Notwithstanding the foregoing but subject to the survival periods set forth in Section 3, any failure to provide the Founders with a Notice of Claim, or any failure to provide a Notice of Claim in a timely manner as aforesaid, shall not relieve the Founders from any liability that it may have to the Indemnified Person pursuant to the terms of this Agreement except to the extent that the ability of the Founders to defend such claim is materially prejudiced by the Indemnified Person’s failure to give such Notice of Claim. If the Notice of Claim relates to a Third Party Claim, the procedures set forth in Section 5(b) below shall be applicable. If the Notice of Claim does not relate to a Third Party Claim, the Founders shall have thirty (30) days from the date of receipt of such Notice of Claim to object to any of the subject matter and any of the amounts of the Losses set forth in the Notice of Claim, as the case may be, by delivering written notice of objection thereof to the assertion Indemnified Person (a “Notice of Objection”). (i) If the Founders fail to send a Notice of Objection within such thirty (30) day period, the Founders shall be deemed to have agreed to the Notice of Claim and shall be obligated to pay to the Indemnified Person the portion of the amount specified in the Notice of Claim. (ii) If the Founders send a timely Notice of Objection, the Founders and the Indemnified Person shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Founders and the Indemnified Person do not settle such dispute within thirty (30) days after the Indemnified Person’s receipt of the Founders’ notice of objection, the Founders and the Indemnified Person shall be entitled to seek enforcement of their respective rights under this Agreement. (b) Upon receipt of a Notice of Claim for a claim made or alleged by any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder claimant other than an Indemnified Person (a “Third Party Claim”), the Indemnified Party Founders shall give have the right, upon written notice to the Indemnified Person, to assume and conduct, at the Founders’ sole expense, the defense of the Third Party Claim with counsel reasonably acceptable to the Indemnified Person; provided that (i) the “Indemnification Notice”Founders have sufficient financial resources, in the reasonable judgment of the Indemnified Person, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result, (ii) the Third Party Claim solely seeks (and continues to Owner solely seek) monetary damages and shall does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action or seek an injunction or other equitable relief against the Indemnified Person, (iii) in the reasonable judgment of the Indemnified Person, no conflict of interest arises that would prohibit a single counsel from representing both the Founders and the Indemnified Person in connection with the defense of such Third Party Claim, and (iv) the Indemnified Person has not determined, in good faith, that there is a reasonable possibility that such Third Party Claim may adversely affect it, its business relationships or any of its affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification hereunder. The Indemnified Person may thereafter keep Owner reasonably informed participate in (but not control) the defense of any such Third Party Claim with respect theretoits own counsel at its own expense; provided, however, that the failure if (A) any of the Indemnified Party conditions described in clauses (i)—(iv) above fails to give occur or ceases to be satisfied, or (B) the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except Founders fail to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled take reasonable steps necessary to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of defend such Third Party Claim as provided above). If Owner shall assume in the defense reasonable judgment of the Third Party ClaimIndemnified Person, then the Owner shall Indemnified Person may assume and control its own defense using counsel of its own choosing. If the Founders elect not compromise or settle such Third Party Claim without the prior written consent of to defend the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability Person with respect to such Third Party Claim Claim, or fails to notify the Indemnified Person of such election within thirty (b30) involves calendar days after receipt of the imposition Notice of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basisClaim, the Indemnified Party Person shall not payhave the right, compromise or settle any claims brought under at its option, to assume and control defense of the matter in such Third Party Claimmanner as it may deem reasonably appropriate. Notwithstanding the assumption by the Owner of The Founders, if they have assumed the defense of any Third Party Claim as provided in this Section 20.3Agreement, may not, without the prior written consent of the Indemnified Person, consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim that (1) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person of a complete release from all liability in respect of such Third Party Claim, (2) grants any injunctive or equitable relief or (3) may reasonably be expected to have a material adverse effect on the Indemnified Person or any business thereof. The Indemnified Person, if it has assumed the defense of any Third Party Claim, may, without the prior written consent of the Founders, consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim; provided, that any such settlement shall not be permitted determinative of the Founders’ indemnification obligations hereunder; provided further that such Third Party Claim settlement does not grant any injunctive or equitable relief. Each of the Parties shall and shall cause their affiliates (and their respective officers, directors, employees, consultants and agents) to, make available to participate the other(s) all relevant information in his or its possession relating to any such Third Party Claim which is being defended by the other Party and shall otherwise reasonably cooperate in the defense thereof. The party controlling the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if shall keep the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because non-controlling party advised of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense status of such Third Party Claim on its behalf, at and the expense of Owner; provided that defense thereof and shall consider in good faith the Owner shall not be obligated to pay recommendations made by the expenses of more than one separate counsel for all Indemnified Parties, taken togethernon-controlling party with respect thereto.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable specificity) promptly after the receipt by any Person seeking it becomes aware of facts supporting a claim or action for indemnification under this Article XX (VIII, and shall provide to the “Indemnified Party”) of written notice of the assertion of Indemnifying Party as soon as practicable thereafter all information and documentation in its possession reasonably necessary to support and verify any Losses associated with such claim by a third party with respect or action. Subject to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”Section 8.2(v), the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's failure to give such notice, in which case the Indemnifying Party shall be relieved from its obligations hereunder to the extent and only to the extent of such material prejudice. The Indemnifying Party shall defend, contest or otherwise protect the Indemnified Party shall give written notice (against any such claim or action by counsel of the “Indemnification Notice”) to Owner Indemnifying Party's choice at its sole cost and shall thereafter keep Owner reasonably informed with respect theretoexpense; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for not make any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not settlement or compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheldwithheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall have the right, delayed but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party's choice and shall in any event use its reasonable best efforts to cooperate with and assist the Indemnifying Party. If the Indemnifying Party fails timely to defend, contest or conditioned; providedotherwise protect against such suit, howeveraction, that investigation, claim or proceeding, the Indemnified Party shall have no obligation the right to consent do so, including, without limitation, the right to make any compromise or settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, and the Indemnified Party shall be permitted entitled to participate in recover the defense entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedsuit, howeveraction, thatinvestigation, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different claim or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherproceeding.

Procedures. Promptly after the receipt by an Indemnified Party of notice of the commencement of any Person seeking claim or suit for which indemnification under this Article XX (may be available pursuant here to, such Indemnified Party shall, if a claim in respect thereof is to be made against any Indemnifying Party hereunder, deliver to the “Indemnified Party”) of Indemnifying Party a written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretocommencement thereof; provided, however, that but the failure of the Indemnified Party to give so notify the Indemnifying Party notice as provided herein shall will not relieve Owner it of any of its obligations hereunder, liability under this Article IX except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. Owner The Indemnifying Party shall be entitled have the right to participate in, and, to the extent the Indemnifying Party so desires to assume control of the defense of any Third Party Claim by written notice thereof with counsel mutually reasonably satisfactory to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnifying Party, the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that (a) or other compromise which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the plaintiff Indemnified Party of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party from all liability with respect to such Third Party Claim all third parties, firms or (b) involves corporations relating to the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations matter for which such Indemnified Party is indemnified hereunderindemnification has been made. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party The indemnification required by this Section 9.2 shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption be made by the Owner periodic payments of the defense of any Third Party Claim as provided in this Section 20.3, amount thereof during the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because course of the availability of different investigation or additional defenses to such Indemnified Partydefense, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetheras and when bills are received and payment therefor is due.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre- emptive Securities after the receipt by any Person seeking indemnification under this Article XX Closing Date, the Company shall give each Pre- emptive Right Holder written notice (an “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i); (E) if applicable, the identity of the prospective transferee; and (F) the other material terms and conditions upon which the (ii) Each Pre-emptive Right Holder shall have the right (the “Indemnified PartyPre- emptive Right”) to subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Pre-emptive Acceptance Notice”) to Owner the Company and stating therein the quantity of Pre-emptive Securities to be subscribed. (iii) If, at the expiration date of the Pre-emptive Period, any Pre- emptive Right Holder has not exercised its Pre-emptive Right by giving a Pre- emptive Acceptance Notice to the Company, such holder shall thereafter keep Owner reasonably informed be deemed to have waived all of its rights under this Section 4.4 with respect thereto; providedto, howeverand only with respect to, the proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre- emptive Acceptance Notice during the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party ClaimPre-emptive Period, then the Owner closing of such issuance of Pre-emptive Securities shall not compromise or settle such Third Party Claim without take place within fifteen (15) Business Days after the prior written consent later to occur of (A) the expiry of the Indemnified PartyPre-emptive Period, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that and (B) the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereofreceipt of all regulatory approvals required for such issuance. Upon such closing, the giving Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 4.4, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by the claimant or the plaintiff of a release certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the Indemnified Party from all liability subscription price for such Pre-emptive Securities in accordance with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate terms and conditions specified in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherIssuance Notice.

Procedures. Promptly after The obligations and liabilities of the receipt by any Person seeking parties with respect to Claims subject to indemnification under this Article XX Section 11 (the “Indemnified PartyClaims”) of written notice of will be subject to the assertion of any claim by following terms and conditions: 11.3.1 The party claiming a third party with respect right to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification NoticePerson”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to will give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by prompt written notice to the Indemnified Party of such intention given within thirty indemnifying party (30“Indemnifying Person”) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then stating its nature, basis and amount, to the Owner shall not compromise extent known. Each such notice will be accompanied by copies of all relevant documentation, including any summons, complaint or settle such Third Party Claim without the prior other pleading that may have been served or any written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed demand or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent other document. 11.3.2 With respect to any settlement that Indemnified Claim: (a) does not include, as an unconditional term thereof, the giving by the claimant Indemnifying Person will defend or the plaintiff of a release of settle the Indemnified Party from all liability with respect Claim, subject to such Third Party Claim or provisions of this subsection, (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not payPerson will, compromise or settle any claims brought under such Third Party Claim. Notwithstanding at the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3Indemnifying Person’s sole cost and expense, the Indemnified Party shall be permitted to participate cooperate in the defense of such Third Party Claim by providing access to witnesses and evidence available to employ counsel at its own expense it, (it being understood that Owner controls such defense); provided, however, that, if c) the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then Person will have the right to select separate counsel to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of such Third Party Claim fault or guilt on its behalfthe part of the Indemnified Person, at or would impose any liability or other restriction or encumbrance on the expense Indemnified Person, without the written consent of Owner; provided that an officer of the Owner shall not be obligated Indemnified Person. 11.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to pay minimize the expenses scope of more than one separate counsel for all any Indemnified Parties, taken togetherClaim.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner the Party from which indemnification is sought (the “Indemnifying Party”), and shall thereafter keep Owner the Indemnifying Party reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner the Indemnifying Party of any of its obligations hereunder, except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. Owner The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner the Indemnifying Party of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Ownerthe Indemnified Party. Owner The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner the Indemnifying Party has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner the Indemnifying Party shall assume the defense of the Third Party Claim, then the Owner Indemnifying Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner Indemnifying Party of the defense of any Third Party Claim as provided in this Section 20.320.4, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner the Indemnifying Party controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Ownerthe Indemnifying Party; provided that the Owner Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt If any proceedings are instituted or any claim or demand is asserted by any Person seeking person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification under pursuant to this Article XX Section 10, the indemnified party shall promptly cause written notice (the “Indemnified Party”"Notice") of written notice of the assertion of any such claim by a third party with respect or demand to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), made to the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoindemnifying party; provided, however, that the failure of the Indemnified Party indemnified party to give the Indemnifying Party notice as provided herein prompt Notice shall not relieve Owner of any the indemnifying party of its obligations hereunderhereunder unless, except and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that Owner is materially prejudiced by such failure. Owner option, the indemnifying party shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the Indemnified Party for indemnified party. An indemnifying party may not settle any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise claim or settle such Third Party Claim demand without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provideddelayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, however, conditioned or delayed). In the event that the Indemnified Party indemnifying party shall have no obligation fail to consent to any settlement that respond within ten (a10) does not include, as an unconditional term thereof, days after the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves Notice, then the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of party may retain counsel and conduct the defense of any Third Party Claim thereof as provided it may, in this Section 20.3its sole discretion, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalfdeem proper, at the sole cost and expense of Owner; provided that the Owner shall not be obligated indemnifying party. The parties agree to pay cooperate fully with each other in connection with the expenses defense, negotiation or settlement of more than one separate counsel for all Indemnified Partiesany such legal proceeding, taken togetherclaim or demand.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre-emptive Securities after the receipt by any Person seeking indemnification under this Article XX Closing Date, the Company shall give each Pre-emptive Right Holder written notice (an “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i); (E) if applicable, the identity of the prospective transferee; and (F) the other material terms and conditions upon which the Company proposes to issue such Pre-emptive Securities. (ii) Each Pre-emptive Right Holder shall have the right (the “Indemnified PartyPre-emptive Right”) to subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Pre-emptive Acceptance Notice”) to Owner the Company and stating therein the quantity of Pre-emptive Securities to be subscribed. (iii) If, at the expiration date of the Pre-emptive Period, any Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving a Pre-emptive Acceptance Notice to the Company, such holder shall thereafter keep Owner reasonably informed be deemed to have waived all of its rights under this Section 4.4 with respect thereto; providedto, howeverand only with respect to, the proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party ClaimPre-emptive Period, then the Owner closing of such issuance of Pre-emptive Securities shall not compromise or settle such Third Party Claim without take place within fifteen (15) Business Days after the prior written consent later to occur of (A) the expiry of the Indemnified PartyPre-emptive Period, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that and (B) the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereofreceipt of all regulatory approvals required for such issuance. Upon such closing, the giving Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 4.4, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by the claimant or the plaintiff of a release certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the Indemnified Party from all liability subscription price for such Pre-emptive Securities in accordance with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate terms and conditions specified in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherIssuance Notice.

Procedures. Promptly after the receipt by any Person seeking indemnification an indemnified party under this Article XX Section 1.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.7, deliver to the “Indemnified Party”) of indemnifying party a written notice of the assertion of commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any claim by a third other indemnifying party similarly noticed, to assume the defense thereof with respect counsel mutually satisfactory to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoparties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the Indemnified Party commencement of any such action, if materially prejudicial to give its ability to defend such action, shall relieve such indemnifying party of any liability to the Indemnifying Party indemnified party under this Section 1.7, but the omission so to deliver written notice as provided herein shall to the indemnifying party will not relieve Owner it of any of its obligations hereunderliability that it may have to any indemnified party otherwise than under this Section 1.7. No indemnifying party, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume in the defense of any Third Party Claim by written notice such claim or litigation, shall, except with the consent of each indemnified party, consent to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense entry of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise judgment or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to enter into any settlement that (a) which does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability with in respect to such Third Party Claim claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunderlitigation. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided The indemnity agreements contained in this Section 20.31.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because consent of the availability of different or additional defenses to such Indemnified Partyindemnifying party, such Indemnified Party shall then have the right consent not to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherunreasonably withheld.

Procedures. Promptly after the upon receipt by any Person seeking indemnification a party indemnified under ---------- this Article XX (the “Indemnified Party”) Section 5 of written notice of the assertion commencement of any claim by a third action against such indemnified party with respect to any matter in respect of which indemnification indemnity or reimbursement may be sought hereunder (a “Third Party Claim”)against any indemnifying party under this Section 5, such indemnified party shall notify the Indemnified Party shall give written notice (indemnifying party in writing of the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; providedcommencement of such action, however, that but the failure of so to notify the Indemnified Party to give the Indemnifying Party notice as provided herein indemnifying party shall not relieve Owner it of any liability which it may have to any indemnified party otherwise than under this Section 5 unless such failure shall materially adversely affect the defense of its obligations hereundersuch action. In case notice of commencement of any such action shall be given to the indemnifying party as above provided, except the indemnifying party shall be entitled to participate in and, to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of any Third Party Claim such action at its own expense, with counsel chosen by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably it and satisfactory to Ownersuch indemnified party. Owner The indemnified party shall be liable for have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which reasonable costs of investigation) shall be paid by the Indemnified Party has failed indemnified party unless (a) the indemnifying party agrees to give notice of such Third Party Claim as provided above). If Owner shall pay the same, (b) the indemnifying party fails to assume the defense of such action with counsel satisfactory to the Third Party Claim, then indemnified party or (c) the Owner named parties to any such action (including any impleaded parties) have been advised by such counsel that representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (in which case the indemnifying party shall not compromise or settle have the right to assume the defense of such Third Party Claim action on behalf of such indemnified party). No indemnifying party shall be liable for any settlement effected without its written consent. No indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to effect any settlement that (a) does not includeof any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, as unless such settlement includes an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party such indemnified party from all liability with respect to such Third Party Claim or (b) involves on claims that are the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense subject matter of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherproceeding.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after the receipt by any Person seeking it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article XX (IX, and shall provide to the “Indemnified Party”) of written notice of the assertion of Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim by a third party with respect or action. Subject to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”Section 9.2(c)(v), the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party shall give written notice (against any such claim or action by counsel of the “Indemnification Notice”) to Owner Indemnifying Party’s choice at its sole cost and shall thereafter keep Owner reasonably informed with respect theretoexpense; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for not make any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not settlement or compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheldwithheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, delayed there is no admission or conditioned; provided, however, that statement of fault or culpability on the part of the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as and there is an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with respect and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim, or proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such Third Party Claim fees and expenses, or (b) involves counsel for the imposition Indemnifying Party reasonably determines that representation of equitable remedies or both the imposition of any material obligations on such Indemnifying Party and the Indemnified Party other than financial obligations for which by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basissuit, action, investigation, claim or proceeding, the Indemnified Party shall not payhave the right to do so, including, without limitation, the right to make any compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3settlement thereof, and the Indemnified Party shall be permitted entitled to participate in recover the defense entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedsuit, howeveraction, thatinvestigation, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different claim or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherproceeding.

Procedures. Promptly after (1) Prior to the receipt generation of new receivables, the Cooperative will provide to Statesman information concerning customers to which the Cooperative plans to sell merchandise or render a service which will result in the creation of a Wholesale Account. Statesman will review the information and determine in its sole and absolute discretion the terms under which the Cooperative may sell to the customer such that Statesman will purchase the resulting Wholesale Account (the "Statesman Approval"). Any customer which has been approved by Statesman will hereinafter be referred to as an "Approved Wholesale Account." Statesman will notify the Cooperative in writing of its decision. (2) Not later than 10:00 a.m. (Richmond, Virginia, time) on each Business Day, the Cooperative will provide to Statesman information on Approved Wholesale Accounts being offered to Statesman for purchase. This information shall include all information which Statesman may reasonably request and shall be in a form satisfactory to Statesman. (3) Not later than 12 noon (Richmond, Virginia, time) on the same Business Day, Statesman will confirm to the Cooperative those Approved Wholesale Accounts it is purchasing and will prepare and deliver its check drawn on Crestar Bank, Richmond, Virginia, or other bank satisfactory to the Cooperative, or make an ACH transfer or wire transfer, for the face amount of the Wholesale Accounts which Statesman is purchasing less any Person seeking indemnification under amount to be placed in the Wholesale Reserve Account pursuant to Section 4.04 and less the Purchase Discount for Wholesale Accounts. Statesman may choose not to pay for any Wholesale Account evidenced by a promissory note or other instrument unless such note or other instrument has been endorsed and delivered to Statesman. (4) For purposes of this Article XX (IV, the “Indemnified Party”) of written notice Purchase Discount for Wholesale Accounts shall be the product obtained by multiplying the outstanding balance of the assertion Wholesale Accounts being purchased by (i) the average Historical Charge Off Percentage of the Cooperative for Wholesale Accounts for the three preceding fiscal years times (ii) the sum of 1 plus the Average Total Delinquency Percentage Variance for Wholesale Accounts, plus the anticipated net interest charges for the current month relating to the outstanding purchased Wholesale Accounts. Such amount shall be computed according to the following formula: Discount = Wholesale Accounts being purchased x [(aHCO%) x (1 + ADV)] + AIC where aHCO% = average Historical Charge Off Percentage for Wholesale Accounts for the three preceding fiscal years which for purposes of this calculation shall not be less than .35% or such other percentage as may be from time to time agreed to by the Cooperative and Statesman. ADV = Average Total Delinquency Percentage Variance for Wholesale Accounts. AIC = the amount by which the anticipated interest charges for the current month for borrowings relating to outstanding Wholesale Accounts purchased by Statesman exceed the finance charges anticipated to be collected during such month by Statesman on Wholesale Accounts. (5) Upon receipt of such payment, the Cooperative shall sell, assign, and convey to Statesman and without any claim further action on its part, shall be deemed to have sold, assigned and conveyed to Statesman each such Approved Wholesale Account, and all of the Cooperative's interest in the goods represented by such Wholesale Accounts and in all goods that may be returned by customers obligated on such Wholesale Accounts, all its rights as an unpaid vendor or lienor, all its rights of stoppage in transit, replevin and reclamation relating thereto, all its rights in and to all security therefor and guarantees thereof, and guarantees thereto, all of its rights against third parties with respect thereto, and all other proceeds thereof, cash or non-cash. Any goods so recovered or returned shall be segregated in a third party manner acceptable to Statesman and held for Statesman's account as owner. The Cooperative shall notify Statesman promptly of all such returned or recovered goods. (6) Statesman may at any time and from time to time revoke the Statesman Approval with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure customer of the Indemnified Party to give Cooperative or reduce the Indemnifying Party notice as provided herein shall not relieve Owner amount of any Wholesale Accounts owing from such customer which it will purchase from the Cooperative or change the Repayment Term approved for such customer. It will promptly notify the Cooperative of its obligations hereunderdecision to revoke the Statesman Approval for any Wholesale Account, except or to reduce the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party amount of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees Account or change terms and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner Statesman shall not be obligated to pay purchase any Wholesale Account arising out of the expenses delivery of more than one separate counsel any merchandise to or the commencement of any service for such obligor which occurs after such notice is given to the Cooperative except as Statesman shall have otherwise agreed. The revocation or alteration of the Statesman Approval with respect to a customer shall not affect the right of the Cooperative to extend credit for merchandise or services to any customer, but all Indemnified Partiespayments received from such customer shall be applied to earliest invoices first, taken togetherand payments shall be applied to invoices included in Wholesale Accounts purchased by Statesman before they are applied to invoices arising after the revocation or alteration of the Statesman Approval with respect to such customer or the reduction of the amount of credit approved for such customer.

Procedures. Promptly after the receipt by Any Person entitled to be indemnified hereunder for Indemnified Taxes, Indian JV Liabilities, Pre-Closing Workers’ Compensation Liabilities, FCC Indemnified Losses, NC Property Losses, Buyer Default Liabilities Indemnity, or any Person seeking indemnification under other indemnity obligations explicitly set forth in this Article XX Agreement (the “Indemnified Party”) of written when seeking such indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice of (a “Claim Notice”) describing in reasonable detail the assertion of facts giving rise to any claim for indemnification hereunder, including claims for indemnification due to a pending or threatened Proceeding by a third party with respect to any matter in respect of which indemnification may be sought hereunder Person (such pending or threatened Proceeding, a “Third Party Person Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoinclude in such Claim Notice (to the extent practicable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party such timely notice as provided herein shall not relieve Owner of any the Indemnitor of its obligations hereunder, hereunder except to the extent that Owner is materially it shall have been prejudiced or harmed by such failure. Owner After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled to assume under this Article IX shall be determined: (i) by the defense of any Third Party Claim by written notice to agreement between the Indemnified Party of such intention given within thirty and the Indemnitor; (30ii) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense a final judgment of any Third Party Claim court of competent jurisdiction; or (iii) by any other than during any period during means to which the Indemnified Party has failed and the Indemnitor shall agree. If the Indemnitor objects to give notice all or any part of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basisindemnification claim, the Indemnified Party shall not pay, compromise or settle any claims brought will be free to pursue such remedies as may be available to it under such Third Party Claimthis Agreement. Notwithstanding the assumption by the Owner The judgment of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party a court shall be permitted to participate in deemed final when the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, thattime for appeal, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partyany, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different expired and no appeal shall have been taken or additional defenses to such Indemnified Party, such Indemnified Party when all appeals taken shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherbeen finally determined.

Procedures. Promptly after the receipt by any Person The Party seeking indemnification under this Article XX Section 8.2 or Section 8.3 (the “Indemnified Party”) of may make claims for indemnification hereunder by giving written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Claim Notice”) to Owner the Party required to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall briefly explain the nature of the claim and the parties known to be involved, and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that specify the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except amount thereof to the extent that Owner is materially prejudiced known by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party. Each Indemnifying Party of such intention to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the receipt by Owner of date that the Indemnification Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnifying Party giving the Claim Response disputes the claim for indemnification described in the Claim Notice and whether it will defend any Third Party Claim specified in such Claim Notice at its own cost and expense. If any Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnifying Party shall be deemed to have disputed the claim for indemnification described in the related Claim Notice and to have elected not to defend any Third Party Claim specified in such Claim Notice; provided, however, that counsel selected . The aforesaid election or deemed election by the Indemnifying Party shall be reasonably satisfactory not to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Indemnified Party Claim, then the Owner shall not compromise or settle such with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; providedspecified in such Claim Notice, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not includeshall, except as an unconditional term thereof, the giving contemplated by the claimant or following proviso, be subject to the plaintiff right of a release the Indemnifying Party to subsequently assume the defense of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, at any time prior to settlement or final determination thereof; provided that the Indemnifying Party shall not have the right to so assume the defense of the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of with respect to any Third Party Claim as provided in this Section 20.3, which the Indemnifying Party has (or is deemed to have) previously elected not to defend to the extent that the Indemnified Party shall would be permitted prejudiced as a result of such assumption. If an Indemnifying Party then or thereafter elects, pursuant to participate in the foregoing, to assume the defense of such an Indemnified Party with respect to a Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls specified in such defense); providedClaim Notice, howeverthen, thatwithout limiting any action the Indemnifying Party may have on account of actual fraud, if the defendants in any Third Indemnifying Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated entitled to pay recover from the Indemnified Party the costs and expenses of more than one separate counsel incurred by the Indemnifying Party in providing such defense, whether or not the Indemnifying Party disputes or is deemed to have disputed the claim for all Indemnified Parties, taken togetherindemnification described in the related Claim Notice.

Procedures. (a) Promptly after the receipt discovery by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion Party of any Loss or Losses, claim by a or breach, including any third party with respect claim, that would reasonably be expected to any matter in respect of which give rise to a claim for indemnification may be sought hereunder (a “Third Party Claim”)hereunder, the Indemnified Party shall give written notice deliver to the Securityholders’ Representative, or to Parent, as the case may be, a certificate (the a “Indemnification NoticeClaim Certificate”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that: (i) states that the failure of the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party may be entitled to give indemnification pursuant to this Agreement; and (ii) specifies in reasonable detail, to the extent practicable and available, each individual item of Loss included in the amount so stated, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder; provided that no delay on the part of any Indemnified Party in notifying the Securityholders’ Representative, or Parent, as the case may be, shall relieve the Indemnifying Party notice as provided herein shall not relieve Owner Parties of any of its liability or obligations hereunder, hereunder except to the extent that Owner is materially the Indemnifying Parties have been prejudiced by thereby, and then only to such failure. Owner shall be entitled extent. (b) If the Indemnifying Party objects to assume the defense indemnification of an Indemnified Party in respect of any Third claim or claims specified in any Claim Certificate, the Indemnifying Party Claim by shall deliver a written notice to such effect to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party of such Claim Certificate. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Indemnifying Party has objected. If the Indemnified Party and the Indemnifying Party agree with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. (c) Within thirty (30) days after delivery of a Claim Certificate, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of a third party claim with counsel reasonably satisfactory to Ownerthe Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if the ad damnum is less than or equal to the amount of Losses for which the Indemnifying Party is liable under this Article X and (ii) the Indemnifying Party may not assume control of the defense of a third party claim involving criminal liability or in which equitable relief is sought against the Indemnified Party. Owner If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a third party claim, the Indemnified Party shall be liable for control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling party advised of the status of such third party claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such third party claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such third party claim. The fees and expenses of counsel employed by to the Indemnified Party with respect to a third party claim shall be considered Losses for any period during which Owner has not assumed purposes of this Agreement if (i) the Indemnified Party controls the defense of any Third such third party claim pursuant to the terms of this Section 10.5(c) or (ii) the Indemnifying Party Claim (other than during any period during which assumes control of such defense and the Indemnified Party has failed reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to give notice of such Third third party claim. The Indemnifying Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise agree to any settlement of, or settle such Third Party Claim the entry of any judgment arising from, any third party claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such third party claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything herein to the contrary, the Securityholders’ Representative shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Company and any Subsidiary; provided, however, that the Stockholders’ Representative shall consult with Parent prior to the settlement of any such proceedings that could reasonably be expected to adversely affect Parent, the Company or any Subsidiary in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provided, however, that the Indemnified Party delayed. Parent shall have no obligation the right, at its own expense, to consent control any other Tax audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability Taxes with respect to such Third Party Claim or (b) involves the imposition Company and any Subsidiary; provided that, with respect to any item the adjustment of equitable remedies or which may cause the imposition Support Agreement Securityholders to become obligated to make any payment pursuant to Section 10.2 hereof, Parent shall consult with the Securityholders’ Representative with respect to the resolution of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as issue that would affect the Owner is contesting Securityholders, and not settle any such Third Party Claim on a timely basisissue, or file any amended Tax Return relating to such issue, without the Indemnified Party consent of the Securityholders’ Representative, which consent shall not paybe unreasonably withheld, compromise conditioned or settle delayed. (e) Claims for Losses specified in any Claim Certificate to which the Indemnifying Party has not objected in writing within thirty (30) days of receipt of such Claim Certificate, claims brought under such Third Party Claim. Notwithstanding the assumption for Losses covered by the Owner a memorandum of agreement of the defense of any Third Party Claim as provided nature described in this Section 20.310.5(e) and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, the collectively, as “Agreed Claims.” The Indemnified Party shall be permitted entitled to participate in payment for any Agreed Claim within ten (10) Business Days of the defense determination of the amount of any such Third Agreed Claims. (f) Any indemnification payments made pursuant to this Article X shall constitute a purchase price adjustment for Tax purposes. (g) For purposes of this Section 10.5, all notices to be delivered to, or any actions to be taken by, a Support Agreement Securityholder, whether as an Indemnified Party Claim or as an Indemnifying Party, shall be satisfied by delivering notice to, and to employ counsel at its own expense (it being understood that Owner controls such defense); providedonly to, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partysuch action shall be taken by, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of only by, the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherSecurityholders’ Representative.

Procedures. Promptly after In each instance in which indemnity is claimed hereunder, the receipt by any Person seeking indemnification under this Article XX party claiming indemnity (the “Indemnified PartyIndemnitee”) shall give prompt written notice to the party against whom indemnity is sought (the “Indemnitor”) of written notice of the assertion of any claim by a third party with respect to any matter claim, action or proceeding in respect of which indemnification may be sought hereunder (a “Third Party Claim”)indemnity is claimed, together with photocopies of any and all letters, pleadings or other documents in the Indemnified Party shall give written notice (Indemnitee’s possession which are alleged to form the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretomaterial basis of any such claim or action; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party provide such notice as provided herein in a timely fashion shall not relieve Owner of any of its affect the Indemnitor’s obligations hereunder, hereunder except to the extent that Owner is materially prejudiced by any delay in providing such failurenotice results in actual prejudice to the Indemnitor. Owner In any case, the Indemnitee shall be entitled to assume cooperate with the Indemnitor in the defense of any Third Party Claim by written notice such claim or action to the Indemnified Party extent that the Indemnitor and Indemnitee are not adverse parties or have adverse interests therein. The Indemnitor shall have the right to control the defense of any such intention given within thirty (30) days after the receipt claim or action by Owner counsel of the Indemnification Notice; providedIndemnitor’s choice, howeverat the Indemnitor’s sole cost and expense. The Indemnitee shall have the right to observe any legal proceedings relating to any such claim or action and to retain its own counsel, it being understood that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of the Indemnitee’s counsel employed shall be paid by the Indemnified Party for Indemnitee (unless (i) the defendants in any period during which Owner has not assumed such claim or action include both the defense of any Third Party Claim Indemnitor and the Indemnitee and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor or (other than during any period during which ii) the Indemnified Party has failed Indemnitor fails promptly to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of and retain counsel reasonably satisfactory to the Third Party ClaimIndemnitee, then in which cases such reasonable fees and expenses shall be paid by the Owner Indemnitor). The Indemnitor shall not compromise or settle such Third Party Claim not, without the prior written consent of the Indemnified Party, Indemnitee (which consent shall not be unreasonably withheld), delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to effect any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on pending or threatened proceeding unless such Indemnified Party other than financial obligations for which such Indemnified Party settlement is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided solely monetary in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togethernature.

Procedures. Promptly after The obligations and liabilities of the receipt by any Person seeking parties with respect to Claims subject to indemnification under this Article XX Section 11, (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party ClaimClaims”), will be subject to the following terms and conditions: 11.3.1 The party claiming a right to indemnification hereunder (“Indemnified Party shall give written notice (the “Indemnification NoticePerson”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to will give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by prompt written notice to the Indemnified Party of such intention given within thirty indemnifying party (30“Indemnifying Person”) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then stating its nature, basis and amount, to the Owner shall not compromise extent known. Each such notice will be accompanied by copies of all relevant documentation, including any summons, complaint or settle such Third Party Claim without the prior other pleading that may have been served or any written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed demand or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent other document. 11.3.2 With respect to any settlement that Indemnified Claim: (a) does not include, as an unconditional term thereof, the giving by the claimant Indemnifying Person will defend or the plaintiff of a release of settle the Indemnified Party from all liability with respect Claim, subject to such Third Party Claim or provisions of this subsection, (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not payPerson will, compromise or settle any claims brought under such Third Party Claim. Notwithstanding at the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3Indemnifying Person’s sole cost and expense, the Indemnified Party shall be permitted to participate cooperate in the defense of such Third Party Claim by providing access to witnesses and evidence available to employ counsel at its own expense it, (it being understood that Owner controls such defense); provided, however, that, if c) the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then Person will have the right to select separate counsel to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of such Third Party Claim fault or guilt on its behalfthe part of the Indemnified Person, at or would impose any liability or other restriction or encumbrance on the expense Indemnified Person, without the written consent of Owner; provided that an officer of the Owner shall not be obligated Indemnified Person. 11.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to pay minimize the expenses scope of more than one separate counsel for all any Indemnified Parties, taken togetherClaim.

Procedures. Promptly after (a) A Person making a claim for indemnity under Section 8.02 is hereinafter referred to as an "Indemnified Party" and the receipt party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party." All claims by any Person seeking indemnification Indemnified Party under this Article XX Section 8.02 hereof shall be asserted and resolved in accordance with the following provisions. (b) In the “event, from time to time, any Indemnified Party”) of written notice of the assertion of any claim by Party determines that it has suffered a third party with respect to any matter in respect of loss for which indemnification may be sought hereunder is available pursuant to this Agreement, other than as a result of a third-party claim (any such non-third-party claim, a “Third Party ClaimLoss”), the following procedure shall be followed: (i) The Indemnified Party shall give written notice of any such claim (the a “Indemnification Loss Notice”) to Owner and the Indemnifying Party specifying in reasonable detail the amount of the claimed Loss (the “Loss Amount”), the basis for such Loss and, in the case of a Loss suffered by the Buyer, whether (at its sole option) the Buyer intends to offset the amount of its Loss against payments of cash or stock to become due the Seller pursuant to this Agreement. (ii) Within twenty (20) days after delivery of a Loss Notice, the Indemnifying Party shall thereafter keep Owner reasonably informed with respect thereto; providedprovide to the Indemnified Party, however, a written response (a “Response Notice”) in which the Indemnifying Party (i) agrees that the failure of it is responsible to indemnify the Indemnified Party for the Loss Amount and, in the case of a claim for indemnification made by the Buyer for which it has elected to give offset against payments of cash or stock, whether the Indemnifying Party notice agrees that an offset in the full Loss Amount may be made as provided herein shall elected by the Buyer or (ii) rejecting the indemnification claim because it does not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to constitute a Loss for which the Indemnified Party of is entitled to indemnification under this Agreement. If no Response Notice is delivered by the Indemnifying Party within such intention given twenty (20) day period, the Indemnifying Party shall be deemed to have agreed that it is obligated for the entire Loss Amount. (iii) If the Indemnifying Party is the Seller and the Members, if the Indemnifying Parties agree (or are deemed to have agreed pursuant to clause (ii) above) that they are responsible for the Loss Amount, an offset may be made in an amount equal to the Loss Amount. (iv) If the Indemnifying Party in the Response Notice contests its or their obligation to pay the Loss Amount, the parties shall negotiate in good faith to resolve any such dispute. If any such dispute cannot be resolved within thirty (30) days after the receipt by Owner the Indemnified Party of the Indemnification Response Notice, the Parties shall submit the matter to the American Arbitration Association (“AAA”) for binding arbitration to be conducted in Rochester, NY, in accordance with the AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Parties will furnish to AAA such workpapers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a notice delivered to the Parties, will be binding and conclusive on all parties. (v) In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (B) all parties shall be permitted to conduct discovery in accordance with the Federal Rules of Civil Procedure; (C) the arbitrator(s) shall have the authority to resolve any discovery disputes and to invoke an action to cease further discovery; (D) each party to any arbitration proceeding shall have the right to a written transcript made of the arbitration proceedings; (E) each party shall have the right to file post-arbitration briefs, which shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney’s fees in connection with such arbitration. (vi) The exercise of any right of offset by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement. Neither the exercise of nor the failure to exercise such right of offset or reimbursement will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies available to Buyer except as otherwise expressly set forth in this Agreement. (vii) For purposes of satisfying the indemnification obligations under this Section 8.03(b), the value of each share of Stock shall be equal to the closing price of the Buyer’s Common Stock on the trading day immediately preceding the date upon which such indemnification obligations are satisfied. (c) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party (an “Indemnifiable Third Party Claim”), such Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that counsel selected any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced or to the extent that any applicable period set forth in Section 8.01 has expired without such notice being given. After receipt by the Indemnifying Party shall be reasonably satisfactory of such notice, then upon reasonable notice from the Indemnifying Party to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed Party, or upon the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent request of the Indemnified Party, which consent the Indemnifying Party shall not defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the Indemnifying Party as set forth above if such claim is an Indemnifiable Third Party Claim, and shall take all actions necessary, including the posting of such bond or other security as may be unreasonably withheldrequired by any Governmental Authority, delayed so as to enable the Indemnifiable Third Party Claim to be defended against or conditioned; providedresolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, however, that the Indemnified Party shall have no obligation shall, to consent the extent it may legally do so and to any settlement the extent that (a) does not include, as an unconditional term thereof, the giving it is compensated in advance by the claimant or Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the plaintiff of a release Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party from all liability with respect and to conduct a defense to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations action on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner behalf of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, or (iii) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherdefense.

Procedures. Promptly after the receipt by any Any Person seeking entitled to indemnification under this Article XX (II shall, promptly after the “Indemnified Party”) receipt of written notice of the assertion commencement of any action, investigation, claim by a third or other proceeding against such indemnified party with respect to any matter in respect of which indemnification indemnity may be sought hereunder (a “Third Party Claim”)from an indemnifying party under this Article II, notify the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure indemnifying party in writing of the Indemnified Party commencement thereof. The omission of any indemnified party so to give the Indemnifying Party notice as provided herein notify an indemnifying party of any such action shall not relieve Owner of the indemnifying party from any of its obligations hereunderliability which it may have to such indemnified party under this Article II unless, except and only to the extent that Owner that, such omission results in the indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is materially otherwise irrevocably prejudiced by in defending such failureproceeding. Owner In case any such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to Section 2.1, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel thereof at its own expense (it being understood expense, with counsel satisfactory to the Company; PROVIDED, that Owner controls any such defense); providedindemnified party may, howeverat its own expense, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such Third Party Claim action, claim or proceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such indemnified party, a conflict or likely conflict exists between the Company, on its behalfthe one hand, at and such indemnified party, on the expense of Ownerother hand, that would make such separate representation advisable; provided PROVIDED, HOWEVER, that the Owner Company shall not in any event be obligated required to pay the fees and expenses of more than one separate counsel for (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such separate counsel). The Company shall not, without the prior written consent of an indemnified party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all Indemnified Partiesliability arising or that may arise out of such claim, taken togetheraction or proceeding. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Procedures. Promptly after 12.2.1 In the receipt by event that any Person seeking indemnification under this Article XX (the “Indemnified Party”) officer or registered agent of written Indemnitee receives actual notice of the assertion of any written claim by a third party Third Party giving rise to a right of indemnification of such Indemnitee hereunder, the Indemnitee shall, within sixty (60) days after receipt of such notice, give written notice thereof to the Indemnitor setting forth the facts and circumstances giving rise to such claim for indemnification and shall tender the defense of such claim to the Indemnitor. If the Indemnitee fails to give such notice and tender such defense within such 60-day period, the Indemnitee shall be solely responsible for any Loss with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except such claim to the extent that Owner the Loss is materially prejudiced by attributable to such failure. Owner ; but failure to give such notice and tender such defense within such 60-day period shall not result in a forfeiture or waiver of any rights to indemnification for any Loss with respect to such claim to the extent the Loss is not attributable to such failure. 12.2.2 The Indemnitor shall be solely responsible for selecting the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, defend, and/or settle such matters, and shall be entitled to assume contest, on its own behalf and on the Indemnitee’s behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with the Indemnitor and its counsel and shall provide them reasonable access to the Indemnitee’s employees, consultants, agents, attorneys, accountants, and files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the cost of any such access. The Indemnitee shall have the right, but not the duty, to participate with attorneys of its own choosing, at its own expense, in the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable Loss for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed Indemnitor is obligated to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimdefend and indemnify it, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation and to consent to approve any settlement that (a) does not includeaffects it, as an unconditional term thereof, without relieving the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition Indemnitor of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. (a) Promptly after the receipt by the Indemnified Party under Section 10.02 or 10.03(a) of notice of a Loss or the commencement of any Person seeking indemnification Action against which it believes it is indemnified under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)Article, the Indemnified Party shall give written notice (shall, if a claim in respect thereto is to be made against the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoIndemnifying Party under this Article, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the failure omission to notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party to the extent that the Indemnifying Parties is not prejudiced by such omission. (b) The Indemnifying Party shall, on or before the 15th day after receipt of a notice of Loss or Action given pursuant to Section 10.03(a), either (i) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Action in cash in immediately available funds (or if the Indemnified Party is a Buyer Indemnified Party and funds remain in the Escrow Amount, ICO shall immediately instruct the Escrow Agent to disburse funds from the Escrow Amount in an amount equal to the lesser of (x) an amount sufficient to satisfy such indemnification claim and (y) the amount remaining in the Escrow Amount; provided that if the Indemnifying Party's indemnification obligations exceed the amount remaining in the Escrow Amount, the Seller Indemnifying Parties shall pay the amount not covered by the Escrow Amount in cash in immediately available funds), (ii) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action but disavow the validity of the Loss or Action or the amount thereof and, in the case of an Action to the extent that it shall so desire in accordance with Section 10.03(d), assume the legal defense thereof or (iii) object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof, setting forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this Section 10.03(b) within such 15-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this Section 10.03(b) and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to give the entry of any judgment with respect to any Loss or pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Action) unless such payment, settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Loss or Action. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of Section 10.03(b), the Indemnified Party may pay, settle or compromise or consent to the entry of any judgment with respect to the Loss or Action that was the subject of notice to the Indemnifying Party pursuant to Section 10.03(b) without the consent of the Indemnifying Party (but no such payment, settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of Section 10.03(b). Except as otherwise provided herein in the immediately preceding sentence and in Section 10.03(d), an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not relieve Owner be unreasonably withheld), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action, but, if such Loss or Action is paid, settled or compromised or if there is entered any judgment with respect to any such Action, in either case with the consent of its obligations hereunderthe Indemnifying Party, except or if there shall be a final judgment for the plaintiff in any such Action in which the procedures set forth in Section 10.03(d) below were followed, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such payment settlement, compromise or judgment. (d) If an Action shall be brought against an Indemnified Party and the extent that Owner is materially prejudiced by Indemnified Party notifies the Indemnifying Party thereof in accordance with Section 10.03(a), the Indemnifying Party shall, if it shall have responded to such failure. Owner shall notice in accordance with clause (ii) of Section 10.03(b, be entitled to assume the legal defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of any Third Party Claim by written notice to such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such intention given within thirty counsel shall have been specifically authorized in writing by the Indemnifying Party, (30ii) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory have failed to Ownerassume the defense of such action or (iii) the named parties to any such Action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. Owner In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of counsel employed more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys' fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party for any period during which Owner has not assumed in connection with the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above)thereof. If Owner shall the Indemnifying Party does not assume the defense of the Third Party Claiman Action as to which it has acknowledged liability, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of as between itself and the Indemnified Party, which consent shall not be unreasonably withheldpursuant to clause (ii) Section 10.03(b), delayed or conditioned; provided, however, that the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and expenses and reasonable out-of-pocket expenses incurred in the defense thereof and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party. In addition to and not in limitation of the foregoing, in connection with any Loss or Action relating to Environmental Laws and Authorizations thereunder or Hazardous Substances, the Indemnifying Party shall have no obligation the right, from time to consent time, (A) to any settlement that (a) does not include, as an unconditional term thereof, review all environmental reports and records in the giving by the claimant or the plaintiff of a release possession of the Indemnified Party from all liability with respect to the extent related to such Third Party Claim Loss or Action, (bB) involves to have reasonable access to the imposition applicable Real Property from time to time, and (C) to participate in and comment on (1) any remedial action, including the scope, extent, duration and cost of equitable remedies or such remedial action, and (2) all discussions, negotiations and proceedings with Governmental Authorities and third parties in connection therewith; except that the imposition provisions of any material obligations on such this clause (C) shall not apply where the Indemnified Party other than financial obligations reasonably concludes that a remedial action will not become the subject of an indemnity claim. (e) In the case of a Loss as to which the Indemnifying Party shall have responded pursuant to clause (iii) of Section 10.03(b), the parties shall attempt in good faith to resolve their differences for which such a period of 60 days following receipt by the Indemnified Party or Parties of the response of the Indemnifying Party pursuant to Section 10.03(b). If the parties should so agree, and the Indemnified Party is indemnified hereundera Buyer Indemnified Party, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. As long as the Owner is contesting The Escrow Agent shall be entitled to rely on any such Third Party Claim on a timely basismemorandum and distribute funds from the Escrow Amount in accordance with the terms thereof. If the parties are unable to resolve their differences within such period, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding Parties may submit the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted matter to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherjudicial proceedings.

Procedures. Promptly after the receipt by If any Person seeking indemnification action indemnifiable under this Article XX (Section 7.0 shall be brought, asserted, or threatened against any person indemnified under this Section 7.0, the “Indemnified Party”) of written notice indemnified person shall promptly notify the indemnifying person. A failure to notify the indemnifying person timely or at all shall reduce the liabilities and obligations of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except indemnifying person under this Section 7.0 only to the extent that Owner is materially the indemnifying person actually shall be prejudiced by such the failure. Owner The indemnifying person shall be entitled to assume the defense of any Third Party Claim the action, including the employment of counsel reasonably satisfactory to both the indemnified and indemnifying person and the payment of all related fees and expenses, but the indemnified person may employ separate counsel in the action and participate in the defense of the action at its own expense. The indemnified person, however, may by written notice to the Indemnified Party of such intention given within thirty (30) days after indemnifying person assume the receipt by Owner defense of the Indemnification Notice; providedaction, howeverincluding the employment of counsel, at the expense of the indemnifying person (except that counsel selected by the Indemnifying Party indemnifying person shall be reasonably satisfactory to Owner. Owner shall not be liable for the fees and expenses of more than one such separate counsel employed by with respect to the Indemnified Party for action) if: (a) The indemnifying person fails to take one or more of the following acts without a delay that reasonably could be expected to be prejudicial to the interests of the indemnified person: (i) acknowledge in writing to the indemnified person the liability of the indemnifying person to the indemnified person under this Section 7.0 with respect to the action, (ii) assume the defense, or (iii) employ counsel reasonably satisfactory to the indemnified person; (b) The persons against whom the action shall have been brought, asserted, or threatened (including any period during which Owner impleaded parties) include both the indemnified person and the indemnifying person and there may be one or more legal defenses available to the indemnified person that are different from or in addition to those available to the indemnifying person; or (c) The indemnified person reasonably believes that the action or an unfavorable resolution of the action may materially and adversely affect the business, properties, operations, prospects, or condition (financial or otherwise) of the indemnified person and its affiliates other than as a result of the payment of money damages or seeks injunctive or other equitable relief. If the indemnified person has not assumed the defense of the action pursuant to any Third Party Claim (other than during any period during which of the Indemnified Party has failed conditions stated above, then the indemnifying person shall not have the right to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimaction on behalf of the indemnified person and the indemnified person shall have the right to control the defense, then compromise, or settlement of any action indemnifiable under this Section 7.0 on behalf of and for the Owner account and risk of the indemnifying person. The indemnifying person shall be bound by the result of the defense of any action, whether the defense shall have been assumed by the indemnifying person or by the indemnified person, and shall indemnify the indemnified persons against, and hold the indemnified person harmless from, any loss in any way relating to or allegedly arising in connection with the matters which shall be the basis of the action or otherwise connection to the action, except that the indemnifying person shall not compromise be liable for the payment of the amount of money damages provided in a settlement of any action indemnifiable under this Section 7.0 defended by the indemnified person pursuant to Subsections 7.3(b) or settle such Third Party Claim 7.3(c) above that shall have been effected without the prior written consent of the Indemnified Partyindemnifying person, which consent shall not be unreasonably withheld, delayed withheld or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherdelayed.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (a) In order for a Purchaser Indemnified Party or Marriott Indemnified Party (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to be entitled to any matter indemnification provided for under this Agreement in respect of, arising out of which indemnification may be sought hereunder or involving a Loss or a claim or demand made by any Person other than Marriott and its Affiliates and the Purchaser against the Indemnified Party, including a Mirror Claim (a “Third Party Claim”), the such Indemnified Party shall give written deliver notice thereof to the party against whom indemnity is sought (the “Indemnification NoticeIndemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to Owner any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and shall thereafter keep Owner reasonably informed such other information with respect thereto; providedthereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is delivered in a reasonable time period thereafter. The failure to provide such notice, however, that the failure of the Indemnified Party to give shall not release the Indemnifying Party notice as provided herein shall not relieve Owner of from any of its obligations hereunder, under this Article 10 except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim except as may be provided to the contrary as to a Mirror Claim in which case Purchaser shall bear all of the costs associated therewith, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Owner If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be entitled to assume at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim by written notice to Claim, the Indemnified Party of shall cooperate with the Indemnifying Party in such intention given within thirty (30) days after defense and make available to the receipt by Owner of Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnification Notice; provided, however, that counsel selected Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed assumes the defense of any Third Party Claim (other than during any period during which Claim, the Indemnified Party has failed shall not admit any liability with respect to, or settle, compromise or discharge, or offer to give notice compromise, settle or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim as provided above)or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If Owner shall the Indemnifying Party does not assume the defense of any such claims or proceeding pursuant to this Section 10.5 and the Third Indemnified Party Claimproposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Owner Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall conduct such defense or settlement in a manner reasonably satisfactory and effective to protect the Indemnified Party fully. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall Party (not to be unreasonably withheld, delayed withheld or conditioned; provided, however, that delayed) unless such settlement or compromise does not subject the Indemnified Party shall have no obligation to consent to any settlement that (a) does not includemonetary liability, as an includes a complete, unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim Claim, and does not constitute an acknowledgement or (b) involves acceptance by the imposition Indemnified Party of equitable remedies fault, culpability, or the imposition responsibility of any material obligations on such kind. Notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Claim, the Indemnified Party other than financial obligations for which may, upon written notice to the Indemnifying Party, elect to employ its own counsel and assume control of such defense or settlement if (A) the Indemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; (B) the Indemnified Party is indemnified hereunder. As long as determines in good faith that the Owner is contesting any Indemnified Party may have available to its one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the Indemnifying Party with respect to such Third Party Claim; (C) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Action; (D) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party for the defense or settlement of such Third Party Action; provided, however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim on a timely basisbeing asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall not paydeliver notice of such claim to the Indemnifying Party no later than the Claims Deadline, compromise describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner method of computation of the defense amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have thirty (30) days after receipt of notice of any Third claim pursuant to this Section 10.5(c) to (i) agree to the amount or method of determination set forth in such claim and to pay such amount to such Indemnified Party Claim or (ii) provide the Indemnified Party with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and the Indemnified Party shall, during a period 30 days from the Indemnified Party’s receipt of such Dispute Notice, negotiate to achieve resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together12.9.

Procedures. Promptly after 15.2.1 In the receipt by event that any Person seeking indemnification under this Article XX (the “Indemnified Party”) officer or registered agent of written Indemnitee receives actual notice of the assertion of any written claim by a third person giving rise to a right of indemnification of such party hereunder, the Indemnitee shall, within 60 days after receipt of such notice, give written notice thereof to the Indemnitor setting forth the facts and circumstances giving rise to such claim for indemnification and shall tender the defense of such claim to the Indemnitor. If the Indemnitee fails to give such notice and tender such defense within the 60-day period, the Indemnitee shall be solely responsible for any Liability with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except such claim to the extent that Owner the Liability is materially prejudiced by attributable to failure to give notice within such failure. Owner 60-day period, but such failure shall not otherwise result in a forfeiture or waiver of any rights to indemnification. 15.2.2 The Indemnitor shall be solely responsible for selecting the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, defend, and/or settle such matters, and shall be entitled to assume contest, on its own behalf and on the Indemnitee's behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with the Indemnitor and its counsel and shall provide them reasonable access to the Indemnitee's employees, consultants, agents, attorneys, accountants, and non-privileged files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the cost of any such access. The Indemnitee shall have the right, but not the duty, to participate with attorneys of its own choosing, at its own expense, in the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable Liability for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed Indemnitor is obligated to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimdefend and indemnify it, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation and to consent to approve any settlement that (a) does not includeaffects it, as an unconditional term thereofwithout relieving the Indemnitor of any obligations hereunder. 15.2.3 When any Liability results from, relates to, or arises out of the conduct of both Seller and Purchaser, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect parties shall indemnify each other in proportion to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense their respective share of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherLiability.

Procedures. Promptly Lessee shall pay any Tax indemnifiable hereunder directly to the appropriate taxing authority prior to the date such payment is due. Any amount payable to a Tax Indemnitee pursuant to paragraph (b) or paragraph (d) shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable; provided that such amount need not be paid prior to the later of (i) the date which is 3 days prior to the date on which such Taxes are required to be paid or (ii) in the case of amounts which are being contested pursuant to paragraph (h) hereof, the time such contest (including all appeals) is finally resolved. Any amount payable to Lessee pursuant to paragraph (d) or paragraph (f) shall be paid within 30 days after the Tax Indemnitee receives a refund or credit giving rise to a payment under paragraph (d) or paragraph (f), as the case may be, and shall be accompanied by a written statement by the Tax Indemnitee 27 setting forth in reasonable detail the basis for computing the amount of such payment. Within 15 days following Lessee’s receipt of any computation from the Tax Indemnitee, Lessee may request that an accounting firm selected by Lessee and reasonably acceptable to the Tax Indemnitee determine whether such computations of the Tax Indemnitee are correct. Such accounting firm shall be requested to make the determination contemplated by this paragraph (g) within 30 days of its selection. In the event such accounting firm shall determine that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The Tax Indemnitee shall cooperate with such accounting firm and supply it with all information necessary to permit it to accomplish such determination, provided that such accounting firm shall have entered into a confidentiality agreement reasonably satisfactory to the Tax Indemnitee. The computations of such accounting firm shall be final, binding and conclusive upon the parties and Lessee shall have no right to inspect the books, records or tax returns of the Tax Indemnitee to verify such computation or for any Person seeking indemnification other purpose. All fees and expenses of the accounting firm payable under this Article XX (the “Indemnified Party”Section 21.1(g) of written notice of the assertion of any claim shall be borne by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoLessee; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed shall be borne by the Indemnified Party for any period during which Owner has not assumed Tax Indemnitee if the defense amount determined by such firm is (1) in the case of any Third Party Claim (other amount payable by Lessee, less than during any period during which the Indemnified Party has failed to give notice amount determined by the Tax Indemnitee by the lesser of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or $25,000 and (b) involves 5% of the imposition of equitable remedies amount determined by such firm or (2) in the imposition case of any material obligations on such Indemnified Party other amount payable to Lessee, greater than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption amount determined by the Owner Tax Indemnitee by the lesser of (a) $25,000 and (b) 5% of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of amount determined by such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherfirm.

Procedures. Promptly after Should Tenant desire to enter into an Assignment for which Landlord’s consent is required, Tenant shall request, in writing, Landlord’s consent to the receipt by any Person seeking indemnification under this Article XX proposed Assignment at least fifteen (15) days before the “Indemnified Party”) of written notice intended effective date of the assertion proposed Assignment, which request shall include the following: (a) a copy of the proposed Assignment agreement, (b) reasonable evidence of the financial condition, operating history and management of the Assignee, and the Assignee’s intended use for the Premises (including its proposed Operations Plan), and (c) any claim information relevant to the proposed Assignment that Landlord may reasonably request. Within ten (10) business days after receipt of Tenant’s request for consent to the proposed Assignment together with all of the above-required information (including any follow-up information reasonably requested by Landlord), Landlord shall respond in writing by either: (i) consenting to the proposed Assignment; or (ii) refusing to consent to the proposed Assignment and citing the specific reason(s) for such refusal. If Landlord fails to respond within such 10-business day period, Tenant may give Landlord a third party with respect notice that expressly states the following in all capital letters: “URGENT NOTICE TO LANDLORD. IF YOU FAIL TO DISAPPROVE OF THE REQUESTED ASSIGNMENT DESCRIBED BELOW WITHIN THREE BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, YOUR FAILURE WILL BE DEEMED CONSENT TO THE DESCRIBED ASSIGNMENT.” Landlord’s failure to respond within such 3-business day period to Tenant’s second request for the proposed Assignment shall be deemed Landlord’s consent thereto. Landlord will not be liable in damages to Tenant or to any matter proposed subtenant, assignee or other transferee if such consent is adjudicated to have been unreasonably withheld, in respect of which indemnification may be sought hereunder case Tenant’s sole remedies are (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”i) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that have the failure of the Indemnified Party to give the Indemnifying Party notice proposed Transfer declared valid as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall if Landlord’s consent had been given (in which case Tenant will be entitled to assume reasonable attorney’s fees if Tenant is the defense of prevailing party in such litigation) and Landlord agrees and consents to such relief being obtainable via ex parte application or (ii) monetary damages if Tenant establishes that Landlord’s consent was withheld in bad faith. Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Third Party Claim by written Assignment, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless and until Tenant receives notice from Landlord to the Indemnified Party contrary, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s reasonable costs of such intention given within thirty reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the proposed transferee (30or receivable by Tenant) days after pursuant to any Assignment (net of Tenant’s out-of-pocket leasing commission, legal fees, marketing costs, improvement costs and any similar cost items incurred in connection with the receipt by Owner Assignment), that exceeds (1) if a sublease of a portion of the Indemnification Notice; providedPremises, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense portion of the Third Party Claim, then Monthly Rental and Additional Rent that is allocable to the Owner shall not compromise or settle such Third Party Claim without the prior written consent portion of the Indemnified PartyPremises subleased (such allocation based on the area of the portion subleased), which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to (2) if any settlement that (a) does not include, as an unconditional term thereofother Assignment, the giving by Monthly Rental and Additional Rent attributable to the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherPremises.

Procedures. Promptly after the receipt by any Person (a) Any party seeking indemnification under this Article XX XI (the an “Indemnified PartyPerson”) of written notice of shall notify the assertion party from whom indemnification is being sought (an “Indemnifying Person”) in writing of any claim by a third party with respect to facts or circumstances (including any matter action against such Indemnified Person) in respect of which indemnification any Indemnifying Person is or may be sought obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge thereof. Such notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim, the basis for indemnification and the good faith estimated amount of Losses for which indemnification is sought. The failure of any Indemnified Person to notify any Indemnifying Person shall not relieve any Indemnifying Person from any Liability which it may have to such Indemnified Person under this Article XI, unless and to the extent the failure to so notify materially prejudices the Indemnifying Person. If the Indemnifying Person has timely disputed its indemnity obligation for any Losses with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within thirty (30) days after delivery of the notice by the Indemnifying Person, such dispute shall be resolved by arbitration pursuant to Section 13.4. (b) In the case of any claim for indemnification under this Article XI that involves a third party (a “Third Party Claim”), the Indemnified Party shall give written notice (Indemnifying Person will have the “Indemnification Notice”) right to Owner and shall thereafter keep Owner reasonably informed with respect thereto; providedparticipate in, howeverand, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled the Indemnifying Person so desires, to assume the defense of any Third Party Claim by written notice thereof, with counsel reasonably satisfactory to the Indemnified Party of such intention given within thirty (30) days after Person. However, the receipt by Owner of Indemnified Person will have the Indemnification Notice; providedright to retain separate counsel and to participate in the defense thereof at its sole cost and expense, however, except that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the reasonable documented fees and expenses of such counsel employed shall be paid by the Indemnifying Person if representation of such Indemnified Party Person by the counsel retained by the Indemnifying Person would be, based on the opinion of counsel, inappropriate due to an actual conflict of interest between such Indemnified Person and any other party represented by such counsel in such Action. To the extent the Indemnified Person is entitled to indemnification hereunder in such matter, the Indemnifying Person will be responsible for any period during which Owner has the expenses of such defense even if the Indemnifying Person does not assumed elect to assume such defense. The Indemnifying Person shall not, except with the defense consent of the Indemnified Person (not to be unreasonably withheld, delayed or conditioned), consent to the entry of any Third Party Claim (other than during judgment or enter into any period during settlement which does not include as a term thereof the unconditional release of the Indemnified Party has failed to give notice Person of all liability in respect of such Third Party Claim as provided above)or litigation. If Owner shall assume the defense of the Third Party Claim, then the Owner The Indemnified Person shall not settle or compromise, or offer to settle or compromise or settle any such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall Indemnifying Person (not to be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified ). Each Party shall have no obligation cooperate, and cause their respective Affiliates to consent to any settlement that (a) does not includecooperate, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as provided may be reasonably requested in connection therewith. (c) As soon as a claim is ascertained in accordance with this Section 20.310.5, the Indemnified Party Person may, at its sole discretion by written notice to any Seller, such Indemnifying Person shall be permitted to participate in reimburse the defense Indemnified Person for, with five (5) business days of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedclaim, however, that, if any expenses paid or incurred by the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherPerson.

Procedures. Promptly after The obligations and liabilities of the receipt by any Person seeking parties with respect to Claims subject to indemnification under this Article XX Section 12 (the “Indemnified PartyClaims”) of written notice of are subject to the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder following terms and conditions: 12.3.1 Any natural person or entity (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification NoticePerson”) claiming a right to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the indemnification hereunder (“Indemnified Party to Person”) must give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by prompt written notice to the Indemnified Party of such intention given within thirty indemnifying party (30“Indemnifying Person”) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then stating its nature, basis and amount, to the Owner shall not compromise extent known. Each such notice must be accompanied by copies of all relevant documentation, including any summons, complaint or settle such Third Party Claim without the prior other pleading that may have been served or any written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed demand or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent other document. 12.3.2 With respect to any settlement that Indemnified Claim: (a) does not include, as an unconditional term thereof, the giving by the claimant Indemnifying Person will defend or the plaintiff of a release of settle the Indemnified Party from all liability with respect Claim, subject to such Third Party Claim or provisions of this subsection, (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not payPerson will, compromise or settle any claims brought under such Third Party Claim. Notwithstanding at the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3Indemnifying Person’s sole cost and expense, the Indemnified Party shall be permitted to participate cooperate in the defense of such Third Party Claim by providing access to witnesses and evidence available to employ counsel at its own expense it, (it being understood that Owner controls such defense); provided, however, that, if c) the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then Person will have the right to select separate counsel to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of such Third Party Claim fault or guilt on its behalfthe part of the Indemnified Person, at or would impose any liability or other restriction or encumbrance on the expense Indemnified Person, without the written consent of Owner; provided that an officer of the Owner shall not be obligated Indemnified Person. 12.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to pay minimize the expenses scope of more than one separate counsel for all any Indemnified Parties, taken togetherClaim.

Procedures. Promptly after the receipt by any an Indemnified Person seeking indemnification or Indemnified Party under this Article XX Section 7 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the “Indemnified Party”) of indemnifying party a written notice of the assertion commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of any claim by a third the defense thereof with counsel mutually satisfactory to the indemnifying party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), and the Indemnified Party shall give written notice (Person or the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoIndemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the failure right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to give the Indemnifying actual or potential differing interests between such Indemnified Person or Indemnified Party notice as provided herein shall not relieve Owner of and any of its obligations hereunder, except to the extent that Owner is materially prejudiced other party represented by such failurecounsel in such proceeding. Owner In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be entitled selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to assume which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any Third Party such action or Claim by written notice the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party of or Indemnified Person which relates to such intention given within thirty (30) days after action or Claim. The indemnifying party shall keep the receipt by Owner Indemnified Party or Indemnified Person fully apprised at all times as to the status of the Indemnification Notice; defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner indemnifying party shall not compromise unreasonably withhold, delay or settle such Third Party Claim condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified PartyParty or Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement that (a) or other compromise which does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party from all liability or Indemnified Person with respect to such Third Party Claim all third parties, firms or (b) involves corporations relating to the imposition matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of equitable remedies or the imposition commencement of any material obligations on such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.37, except to the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided extent that the Owner shall not be obligated indemnifying party is prejudiced in its ability to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherdefend such action.

Procedures. Promptly after If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the receipt by Stockholders have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Person seeking indemnification under Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholders may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article XX (the “2, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an "Indemnified Party”) of written notice of " and UAG and the assertion of Stockholders are sometimes referred to as an "Indemnifying Party," and any claim by UAG Third Party Claim and any Stockholder Third Party Claim is sometimes referred to as a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “"Third Party Claim”," in each case as the context so requires), the such Indemnified Party shall give written notice (to the “Indemnification Notice”) Indemnifying Party of its or his obligation to Owner and provide indemnification hereunder, provided that any failure to so notify the Indemnifying Party shall thereafter keep Owner reasonably informed with respect thereto; provided, however, not relieve them from any liability that the failure of it or he may have to the Indemnified Party under this Article 9. If such notice relates to give a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such failure. Owner Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to assume recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of such Third Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim by written notice to except with the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the such Indemnified Party, ) which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff of a release of the to such Indemnified Party a full release from all liability with in respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by foregoing, the Owner of Indemnifying Party shall not be entitled to control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim as provided in this Section 20.3to the extent the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, thatwhich, if successful, could materially interfere with the defendants in any Third Party Claim shall include both an Owner and any business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt by any Person seeking (a) Any party entitled to indemnification under this Article XX XI (each an "Indemnified Party") shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by it of notice of any demand, assertion, claim or Action by any third party (such third party Actions being collectively referred to herein as "Third-Party Claims"), give notice thereof (the “Indemnified "Claim Notice") to the Person or Persons obligated to provide indemnification under this Article XI (each an "Indemnifying Party”"). Failure to timely provide such notice will not affect any rights hereunder unless (and then only to the extent that) of written notice of the assertion of Indemnifying Party is materially prejudiced thereby. In providing any claim by a third party with respect Claim Notice to any matter the Indemnifying Party in respect of which indemnification may be sought hereunder (a “Third any Third-Party Claim”), the Indemnified Party shall give written notice (provide the “Indemnification Notice”) to Owner Indemnifying Party with a copy of such Third-Party Claim or other documents received and shall thereafter keep Owner reasonably informed with respect thereto; providedotherwise make available to the Indemnifying Party all relevant information material to the defense of such claim and within the Indemnified Party's possession. (b) Within thirty (30) days after the date of the Claim Notice, however, that the failure of Indemnifying Party shall notify the Indemnified Party whether it acknowledges its obligation to give indemnify in accordance with this Article XI without any reservation of rights or whether it intends to fulfill its indemnification obligation with a reservation of rights. (i) If the Indemnifying Party acknowledges its obligation to indemnify without any reservation of rights, then the Indemnifying Party shall have the right, by notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice given to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner date of the Indemnification Claim Notice; provided, howeverto assume and control the defense of the Third-Party Claim that is the subject of such Claim Notice, that including the employment of counsel selected by the Indemnifying Party after consultation with the Indemnified Party, and the Indemnifying Party shall be reasonably satisfactory pay all expenses of, and the Indemnified Party shall cooperate fully with the Indemnifying Party in connection with, the conduct of such defense. The Indemnified Party shall have the right to Owner. Owner shall be liable for employ separate counsel in any such Action and to participate in (but not control) the defense of such Third-Party Claim, but the fees and expenses of such counsel employed shall be borne by the Indemnified Party for unless the Indemnifying Party shall agree otherwise; provided, however, if the named parties to any period during which Owner has not assumed such Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, the Indemnifying Party requires that the same counsel represent both the Indemnified Party and the Indemnifying Party, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnified Party shall have the right to retain its own counsel at the cost and expense of the Indemnifying Party. (ii) If the Indemnifying Party notifies the Indemnified Party that it intends to fulfill its indemnification obligation with a reservation of rights, or fails to make any notification required by this Section 11.4(b), then the Indemnified Party shall have the absolute right to control the defense of any Third such Third-Party Claim (other than during any period during which Claim, and, if and when it is finally determined that the Indemnified Party has failed is entitled to give notice of such Third indemnification from the Indemnifying Party Claim as provided above). If Owner shall assume hereunder, the defense fees and expenses of the Third Indemnified Party's counsel shall be borne by the Indemnifying Party, provided that the Indemnifying Party Claimshall be entitled, then at its expense, to participate in (but not control) such defense. (c) Neither the Owner Indemnifying Party nor the Indemnified Party shall not have the right to settle or compromise or settle any such Third Third-Party Claim without the prior written consent of the Indemnified Partyother, which consent shall not be unreasonably withheld, delayed withheld or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherdelayed.

Procedures. Promptly after You shall notify the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a third party with respect to any matter in respect Gross-Up Payment. Such notice shall be given as soon as practicable after you know of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner such claim and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that apprise the failure Company of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner nature of the Indemnification Notice; provided, however, that counsel selected by claim and the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during date on which the Indemnified Party has failed claim is requested to give notice of such Third Party Claim as provided above)be paid. If Owner shall assume You agree not to pay the defense claim until the expiration of the Third Party Claimthirty-day period following the date on which you notify the Company, then or such shorter period ending on the Owner shall not compromise or settle such Third Party Claim without date (1) To be expressed in up to three decimal places. For example, a combined federal, state and local marginal rate of 56% would be expressed as .560 the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability Taxes with respect to such Third Party Claim or claim are due (bthe "NOTICE PERIOD"). If the Company notifies you in writing prior to the expiration of the Notice Period that it desires to contest the claim, you shall: (i) involves give the imposition of equitable remedies or Company any information reasonably requested by the imposition of any material obligations on Company relating to the claim; (ii) take such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long action in connection with the claim as the Owner is contesting any Company may reasonably request, including, without limitation, accepting legal representation with respect to such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption claim by an attorney reasonably selected by the Owner of Company and reasonably acceptable to you; (iii) cooperate with the defense of any Third Party Claim as provided Company in this Section 20.3, good faith in contesting the Indemnified Party shall be permitted claim; and (iv) permit the Company to participate in any proceedings relating to the defense claim. You shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such Third Party Claim claim. If requested by the Company, you agree either to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner and to employ counsel at its own expense (it being understood that Owner controls prosecute such defense)contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; providedPROVIDED, howeverHOWEVER, that, if the defendants Company directs you to pay such claim and pursue a refund, the Company shall advance the amount of such payment to you on an after-tax and interest-free basis (the "ADVANCE"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in any Third Party Claim writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall include both pay to you an Owner and any Indemnified Partyadditional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated you agree to pay the expenses amount of more than one separate counsel for all Indemnified Parties, taken togetherthe Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly after (a) To the receipt extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) forthwith take the following actions as set forth below: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex E hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Membership Interests issued by such issuer) originated by any other Person seeking indemnification other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under this Article XX applicable law (the “Indemnified Party”including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of written notice the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Membership Interest (other than a Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Membership Interest is represented by a certificate and is a Security for purposes of the assertion of any claim UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Membership Interest is not represented by a third party certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any matter Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) the establishment by the Pledgee of a cash account in the name of such Pledgor over which indemnification the Pledgee shall have “control” within the meaning of the UCC and, at any time any Event of Default is in existence, no withdrawals or transfers may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed made therefrom by any Person except with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified PartyPledgee and (ii) the deposit of such cash in such cash account. (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, which consent each Pledgor shall not be unreasonably withheld, delayed or conditioned; provided, however, that take the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability following additional actions with respect to the Collateral: (i) with respect to all Collateral of such Third Party Claim Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (b) involves or under any provision of the imposition of equitable remedies UCC as same may be amended or supplemented from time to time, or under the imposition laws of any material obligations on such Indemnified Party relevant State other than financial obligations for which the State of New York), such Indemnified Party is indemnified hereunder. As long Pledgor shall take all actions as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption may be requested from time to time by the Owner Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the defense of any Third Party Claim as provided in this relevant States, including, without limitation, Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because 9-312(a) of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherUCC) is so perfected.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre-emptive Securities after the receipt by any Person seeking indemnification under this Article XX Closing Date, the Company shall give each Pre-emptive Right Holder written notice (an “Issuance Notice”) of such intention no later than twenty (20) Business Days prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 5.15(a)(i); (E) if applicable, the identity of the prospective transferee; and (F) the other material terms and conditions upon which the Company proposes to issue such Pre-emptive Securities. (ii) Each Pre-emptive Right Holder shall have the right (the “Indemnified PartyPre-emptive Right”) to subscribe for or purchase up to its Pro Rata Share of such Pre-emptive Securities at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Pre-emptive Acceptance Notice”) to Owner the Company and stating therein the quantity of Pre-emptive Securities to be subscribed for. (iii) If, at the expiration date of the Pre-Emptive Period, any Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving an Pre-Emptive Acceptance Notice to the Company, such holder shall thereafter keep Owner reasonably informed be deemed to have waived all of its rights under this Section 5.15 with respect thereto; providedto, howeverand only with respect to, the proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party ClaimPre-emptive Period, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent closing of the Indemnified Party, which consent issuance of Pre-emptive Securities to such Pre-emptive Right Holder pursuant to the Pre-emptive Acceptance Notice shall not be unreasonably withheld, delayed or conditioned; provided, however, that take place within five (5) Business Days after the Indemnified Party shall have no obligation later to consent occur of (A) the expiry of the Pre-emptive Period and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing and subject to any settlement that (a) does not include, the contractual obligations of the Company existing as an unconditional term thereofof the date of this Agreement, the giving Company shall (x) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 5.15, (y) enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (z) if such Pre-emptive Securities are represented by the claimant or the plaintiff of a release certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the Indemnified Party from all liability subscription price for such Pre-emptive Securities in accordance with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate terms and conditions specified in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherIssuance Notice.

Procedures. Promptly The person providing (as required to provide) indemnification in respect of a claim pursuant to this Article VIII as herein called, in respect of such claim, the “Indemnifying Party”. Each Buyer Indemnified Party and each Seller Indemnified Party is, in respect of a claim for which indemnification is sought, is herein called, in respect of such claim, an “Indemnified Party”. Any Indemnified Party shall notify the Indemnifying Party (with reasonable specificity) promptly after the receipt by any Person seeking it becomes aware of facts supporting a claim or action for indemnification under this Article XX (VIII, and shall provide to the “Indemnified Party”) of written notice of the assertion of Indemnifying Party as soon as practicable thereafter all information and documentation reasonably necessary to support and verify any Losses associated with such claim by a third party with respect or action. Subject to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”Section 8.2(c)(iii), the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall defend, contest or otherwise protect the Indemnified Party shall give written notice (against any such claim or action by counsel of the “Indemnification Notice”) to Owner Indemnifying Party’s choice at its sole cost and shall thereafter keep Owner reasonably informed with respect theretoexpense; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for not make any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not settlement or compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheldwithheld or delayed) unless the sole relief provided is monetary damages for which the Indemnifying Party has unconditionally acknowledged liability pursuant to the terms of this Article VIII. The Indemnified Party shall have the right, delayed but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party’s choice and shall in any event use its reasonable best efforts to cooperate with and assist the Indemnifying Party. If (a) the Indemnifying Party fails timely to defend, contest or conditioned; providedotherwise protect against such suit, howeveraction, investigation, claim or proceeding with counsel reasonably acceptable to the Indemnified Party, (b) the Indemnifying Party fails to state in a written notice given to the Indemnified Party not later than 20 days after the Indemnified Party received notice of a claim pursuant to Section 8.2(c)(iii) that the claim is properly the subject of indemnification pursuant to this Agreement (subject only to the Cap, Threshold or Deductible, if applicable), (c) in the reasonable judgment of the Indemnified Party there are conflicts of interest (other than as a result of this Article VIII) between the interests of the Indemnified Party and the Indemnifying Party in respect of such claim, or (d) the claim is not solely for monetary relief or the claim involves a criminal matter, the Indemnified Party shall have no obligation the right to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of control the defense of such claim with counsel of its own choosing, including, without limitation, the right to make any Third Party Claim as provided in this Section 20.3compromise or settlement thereof, and the Indemnified Party shall be permitted entitled to participate in recover the defense entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedsuit, howeveraction, thatinvestigation, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different claim or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherproceeding.

Procedures. Promptly after the receipt by If any Person seeking indemnification under this Article XX claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (the “Indemnified Party”) of including a written notice of such proceeding) for any Taxes as to which the assertion of Lessee may have an indemnity obligation pursuant to this Section, or if any claim by a third party with respect Tax Indemnitee shall determine that any Taxes as to any matter in respect of which indemnification the Lessee may have an indemnity obligation pursuant to this Section may be sought hereunder (a “Third Party Claim”)payable, such Tax Indemnitee shall promptly notify the Indemnified Party Lessee. The Lessee shall give written notice (be entitled, at its expense, to participate in and to the “Indemnification Notice”) to Owner extent that the Lessee desires to, assume and shall thereafter keep Owner reasonably informed with respect theretocontrol the defense thereof; provided, however, that the failure Lessee shall have acknowledged in writing if the contest is unsuccessful its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding; and provided, further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Indemnified Party to give Lessee, on behalf of the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except Lessee) if and to the extent that Owner (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss, or the creation, of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnities in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified Claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transactions contemplated by the Operative Documents and if determined adversely could be materially prejudiced detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such failureaction, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Owner With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be entitled required to assume conduct such contest only if the defense Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any Third Party Claim by written notice contest relating to any Taxes, an opinion of such counsel to the Indemnified Party of effect that such intention given within thirty (30) days after the receipt by Owner of the Indemnification Noticeappeal is more likely than not to be successful; provided, however, that such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel selected in any proceeding conducted by the Indemnifying Party Lessee in accordance with the foregoing. Each Tax Indemnitee shall be at the Lessee's expense supply the Lessee with such information, documents and testimony reasonably satisfactory to Owner. Owner shall be liable requested by the Lessee as are necessary or advisable for the fees Lessee to participate in any action, suit or proceeding to the extent permitted by this Section. Unless an Event of Default shall have occurred and expenses of counsel employed by the Indemnified Party for be continuing, no Tax Indemnitee shall enter into any period during settlement or other compromise with respect to any Claim which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed is entitled to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim be indemnified under this Section without the prior written consent of the Indemnified PartyLessee, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation unless such Tax Indemnitee waives its right to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability be indemnified under this Section with respect to such Third Party Claim or Claim. Notwithstanding anything contained herein to the contrary, (bi) involves a Tax Indemnitee will not be required to contest (and the imposition of equitable remedies or Lessee shall not be permitted to contest) a claim with respect to the imposition of any material obligations on Tax if such Indemnified Party Tax Indemnitee shall waive its right to indemnification under this Section with respect to such claim (and any related claim with respect to other than financial obligations for taxable years the contest of which is precluded as a result of such Indemnified Party is indemnified hereunder. As long as waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the Owner is contesting any such Third Party Claim on subject matter thereof shall be of a timely basiscontinuing nature and shall have previously been decided adversely, unless there has been a change in law which in the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner opinion of the defense of any Third Party Claim as provided in this Section 20.3, Lessee's counsel creates substantial authority for the Indemnified Party shall be permitted to participate in the defense success of such Third Party Claim contest. Each Tax Indemnitee and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants Lessee shall consult in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of good faith with each other regarding the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense conduct of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togethercontest controlled by either.

Procedures. Promptly after Each time PubCo delivers an applicable Schedule to the receipt by any Person seeking indemnification TRA Holder Representatives under this Article XX Agreement, including any Amended Schedule, PubCo shall also: (x) deliver supporting schedules and work papers reasonably requested by a TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Schedule; and (y) allow the TRA Holder Representatives and their advisors to have reasonable access to the appropriate representatives, as determined by PubCo or as reasonably requested by a TRA Holder Representative, at PubCo in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, PubCo shall ensure that any Tax Benefit Schedule that is delivered to the TRA Holder Representatives provides a reasonably detailed presentation of the calculation of the Actual Tax Liability (the “Indemnified Party”with” calculation) of written notice and the Hypothetical Tax Liability of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice Corporation (the “Indemnification Notice”) to Owner without” calculation), and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, identifies any material assumptions or operating procedures or principles that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party were used for purposes of such intention given calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which the TRA Holder Representatives first received the applicable Schedule or amendment thereto unless any TRA Holder Representative: (i) within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides PubCo with written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable detail the TRA Holder Representative’s material objection (an “Objection Notice”) or (ii) provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the TRA Holder Representatives is received by PubCo. If PubCo and the relevant TRA Holder Representative, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by Owner PubCo of the Indemnification Objection Notice; provided, however, that counsel selected by PubCo and the Indemnifying Party relevant TRA Holder Representative shall be reasonably satisfactory to Owner. Owner shall be liable for employ the fees and expenses reconciliation procedures as described in Section 7.9 of counsel employed by this Agreement (the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above“Reconciliation Procedures”). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt by any Any Person seeking that may be entitled to indemnification under this Article XX Agreement (the “an "Indemnified Party”") of shall give written notice of to the assertion Person obligated to indemnify it (an "Indemnifying Party") with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a third party with respect counsel reasonably satisfactory to any matter in respect of which indemnification may be sought hereunder (a “Third the Indemnified Party Claim”), and the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner cooperate in such defense and shall thereafter keep Owner make available all records, materials and witnesses reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected requested by the Indemnifying Party in connection therewith at the Indemnifying Party's expense. If the Indemnifying Party shall be have assumed the defense of the claim with counsel reasonably satisfactory to Owner. Owner the Indemnified Party, the Indemnifying Party shall not be liable for the fees and expenses of counsel employed by to the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim legal or other expenses (other than during any period during which for reasonable costs of investigation) subsequently incurred by the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume in connection with the defense of the Third thereof. The Indemnifying Party Claim, then the Owner shall not compromise or settle such Third Party Claim be liable for any claim settled without the prior written consent of the Indemnified Partyits consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned; provided, however, that the Indemnified delayed. The Indemnifying Party shall have no obligation to obtain the written consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect prior to such Third Party Claim ceasing to defend, settling or (b) involves the imposition of equitable remedies or the imposition otherwise disposing of any material obligations on claim. In no event shall Inverness institute, settle or otherwise resolve any claim or potential claim, action or proceeding relating to the Product or any trademarks or other intellectual property rights of Warner-Lambert without the prior written consent of Warner-Lambert. Xx xx xxxxx xxall Warner-Lambert settle or otherwise xxxxxxx xxx xlaim or potential clxxx, xxxxxx xx proceeding where such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as settlement or resolution would negatively impact the Owner is contesting any such Third Party Claim on a timely basis, intellectual property rights of Inverness without the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner prior written consent of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherInverness.

Procedures. Promptly after (a) Notwithstanding anything to the receipt by any Person seeking contrary herein, no Parent Indemnified Party shall be entitled to indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by XII unless it has duly delivered a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Holder Representative (a “Notice of Claim”) before the expiration of the applicable Survival Period setting forth: (i) a statement that such Parent Indemnified Party believes in good faith that there is or has been a breach of a representation, warranty, covenant or obligation contained in this Agreement, with reference to the specific representation, warranty, covenant or obligation, and that such Parent Indemnified Party is entitled to be held harmless and indemnified under this Article XII, (ii) a brief description of the circumstances supporting such Parent Indemnified Party’s belief that there is or has been such a breach, (iii) a good faith estimate of the aggregate dollar amount of actual and potential Losses for which it is entitled to be indemnified hereunder and that have arisen and may arise as a result of the breach (the “Claimed Amount”) and (iv) in the event of a Third-Party Claim, a copy of such intention given within thirty Third-Party Claim (if available) and a description of the basis for such Third-Party Claim. (b) If during the 30) days after -Business Day period commencing upon the receipt by Owner the Holder Representative of a Notice of Claim, the Holder Representative delivers to the Parent Indemnified Party a written response (the “Response Notice”) in which the Holder Representative objects to the payment of some or all of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory Claimed Amount to Owner. Owner shall be liable for the fees and expenses of counsel employed by the such Parent Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party ClaimParty, then the Owner Holder Representative and such Parent Indemnified Party shall not compromise or settle such Third attempt in good faith to resolve the dispute. (c) If the Holder Representative and Parent Indemnified Party Claim without are unable to resolve the prior written consent dispute during the 30-day period commencing upon the receipt of the Response Notice by the Parent Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that then such dispute (and any other disputes relating to the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant Claimed Amount or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (brelated Indemnification Claim) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partysubmitted to, and such Indemnified Party settled by, arbitration in accordance with the procedures in Section 14.10. (d) Funds shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of be released from the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have Escrow Account only in accordance with the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherEscrow Agreement.

Procedures. (a) Promptly after the receipt by any Person seeking indemnification under this Article XX (the “an Indemnified Party”) Party of written notice of the assertion commencement of any claim by a third party with respect to any matter investigation, claim, proceeding or other action in respect of which indemnification indemnity may be sought hereunder from the Indemnifying Party (a an “Third Party Claimaction”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give notify the Indemnifying Party notice as provided herein in writing of the commencement of such action; but the omission to so notify the Indemnifying Party shall not relieve Owner of it from any of its obligations hereunderliability that it may otherwise have to such Indemnified Party, except to the extent that Owner the Indemnifying Party is materially prejudiced by or forfeits substantive rights or defenses as a result of such failure. Owner shall be entitled to assume In connection with any action in which the defense of Indemnifying Party and any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedare parties, however, that counsel selected by the Indemnifying Party shall be entitled to participate therein, and may assume the defense thereof by so notifying the Indemnified Party and agreeing in writing to defend the action with counsel reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party and to be responsible for any period during which Owner has not assumed judgments or settlements resulting therefrom. If the Indemnifying Party advises the Indemnified Party in writing that it is assuming the defense of such action and responsibility for any judgments or settlements resulting therefrom, notwithstanding the assumption of the defense of any Third Party Claim (other than during any period during which such action by the Indemnifying Party, each Indemnified Party has failed shall have the right to give notice of such Third Party Claim as provided above). If Owner shall assume employ separate counsel, at its own expense, and to participate in the defense of the Third such action. The Indemnifying Party Claimshall not, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld), delayed settle or conditioned; provided, however, that the Indemnified Party shall have no obligation to compromise any claim or consent to entry of any settlement judgment that (a) does not include, as include an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability liabilities with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunderclaim. As long as the Owner Indemnifying Party is contesting meeting its obligations under this Article IX, the Indemnified parties shall not have the right to settle or compromise any claim including consenting to the entry of any judgment. Each Indemnified Party will be entitled to receive indemnification payments from the Indemnifying Party pursuant to the provisions of Section 9.2 in respect of Damages incurred by such Third party as and when incurred by such Indemnified Party Claim on upon delivery of a timely basisnotice of such claim from the Indemnified Party to the Indemnifying Party. (b) In the event an Indemnified Party should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party shall promptly send notice of such claim to the party from which indemnification is sought. If the Indemnifying Party does not paydispute such claim within fifteen (15) days, compromise or settle any claims brought under the Indemnifying Party shall pay such Third claim in full within fifteen (15) days. If the Indemnifying Party Claim. Notwithstanding the assumption disputes such claim, such dispute shall be resolved by the Owner agreement of the defense of any Third Party Claim as provided parties or in this accordance with Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together10.11.

Procedures. Promptly after If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the receipt by Stockholder or the Companies have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Person seeking indemnification under Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholder or the Companies may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article XX (the “9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an "Indemnified Party”) of written notice of " and UAG, Sub and the assertion of Stockholder are sometimes referred to as an "Indemnifying Party," and any claim by UAG Third Party Claim and any Stockholder Third Party Claim is sometimes referred to as a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “"Third Party Claim”," in each case as the context so requires), the such Indemnified Party shall give written notice (to the “Indemnification Notice”) Indemnifying Party of its obligation to Owner and provide indemnification hereunder, provided that any failure to so notify the Indemnifying Party shall thereafter keep Owner reasonably informed with respect thereto; provided, however, not relieve them from any liability that the failure of it may have to the Indemnified Party under this Article 9. If such notice relates to give a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such failure. Owner Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to assume recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of such Third Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim by written notice to except with the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the such Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff of a release of the to such Indemnified Party a full release from all liability with in respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by foregoing, the Owner of Indemnifying Party shall not be entitled to control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim as provided in this Section 20.3to the extent the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, thatwhich, if successful, could materially interfere with the defendants in any Third Party Claim shall include both an Owner and any business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt by any Person seeking indemnification an indemnified party under this Article XX Section 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.6, deliver to the “Indemnified Party”) of indemnifying party a written notice of the assertion of commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any claim by a third other indemnifying party similarly noticed, to assume the defense thereof with respect counsel mutually satisfactory to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoparties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.6 to the extent that such indemnifying party is harmed by the failure of the Indemnified Party indemnified party to give provide timely notice, but the Indemnifying Party omission so to deliver written notice as provided herein shall to the indemnifying party will not relieve Owner it of any of its obligations hereunderliability that it may have to any indemnified party otherwise than under this Section 2.6. No indemnifying party, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume in the defense of any Third Party Claim by written notice such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected giving by the Indemnifying Party claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.6 shall be reasonably satisfactory not apply to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense amounts paid in settlement of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of loss, claim, damage, liability or action if such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim settlement is effected without the prior written consent of the Indemnified Partyindemnifying party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly Any Indemnified Party seeking indemnification hereunder shall give to Tribune a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the receipt action or suit is commenced; and provided further, that failure to give such notice shall not relieve Tribune of its obligations hereunder except to the extent it shall have been prejudiced by such failure. Tribune shall have thirty days after the giving of any Person seeking indemnification under this Article XX Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Indemnified PartyDispute Notice”) of written notice ). Within fifteen days after the giving of the assertion Dispute Notice, a representative of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Tribune and such Indemnified Party shall give negotiate in a bona fide attempt to resolve the matter. In the event that the controversy is not resolved within thirty days of the giving of the Dispute Notice, the parties shall proceed to binding arbitration pursuant to the following procedures: (1) Any party may send another party written notice identifying the matter in dispute and invoking the procedures of this Section 4.4(b). Within 14 days, each party involved in the dispute shall meet at a mutually agreed location in Denver, Colorado, for the purpose of determining whether they can resolve the dispute themselves by written agreement, and, if not, whether they can agree upon a third-party arbitrator to whom to submit the matter in dispute for final and binding arbitration. (2) If such parties fail to resolve the dispute by written agreement or agree on the arbitrator within said 14-day period, any such party may make written application to the American Arbitration Association (“AAA”) for the appointment of a panel of three arbitrators (collectively, the “Indemnification NoticeArbitrator”) to Owner resolve the dispute by arbitration. At the request of AAA the parties involved in the dispute shall meet with AAA at its offices within ten calendar days of such request to discuss the dispute and shall thereafter keep Owner reasonably informed with respect theretothe qualifications and experience which each party respectively believes the Arbitrator should have; provided, however, that the failure selection of the Indemnified Party Arbitrator shall be the exclusive decision of AAA and shall be made within 30 days of the written application to give AAA. (3) Within 120 days of the Indemnifying Party notice as provided herein selection of the Arbitrator, the parties involved in the dispute shall not relieve Owner meet in Denver, Colorado with such Arbitrator at a place and time designated by such Arbitrator after consultation with such parties and present their respective positions on the dispute. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of any the AAA in effect on the date of its obligations hereunderthe initial request for appointment of the Arbitrator, except that gave rise to the extent that Owner is materially prejudiced dispute to be arbitrated (as such rules are modified by such failurethe terms of this Agreement or may be further modified by mutual agreement of the parties). Owner Each party shall have no longer than five days to present its position, the entire proceedings before the Arbitrator shall be entitled to assume no more than ten consecutive days, and the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner decision of the Indemnification Notice; provided, however, that counsel selected Arbitrator shall be made in writing no more than 30 days following the end of the proceeding. Such an award shall be a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over such parties. The prevailing party (as determined by the Indemnifying Party Arbitrator) shall in addition be reasonably satisfactory to Owner. Owner shall be liable for awarded by the Arbitrator such party’s own attorneys’ fees and expenses of counsel employed in connection with such proceeding. The non-prevailing party (as determined by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner Arbitrator) shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherArbitrator’s fees and expenses.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”a) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner Buyer shall be entitled to assume the select its own counsel in defense of any Third Party action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (each, a "Claim") that may cause Indemnifiable Losses to Buyer. The Seller Parties shall advance all reasonable expenses, including attorneys' fees and all other related costs, expenses and obligations incurred in connection with investigating or defending against a Claim (collectively, the "Defense Expenses"). Defense Expenses shall be paid by written notice the Seller Parties to the Indemnified Party of such intention given within thirty Buyer as they are incurred but in any event no later than fifteen (3015) days after the receipt a written request and supporting documentation are supplied by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory Buyer to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or Seller. (b) involves If a Claim is asserted by any third party against Buyer, Buyer may request the imposition of equitable remedies or Seller Parties to defend the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on behalf of Buyer by a timely basiswritten notice supplied by Buyer to Seller. If the Seller Parties fail to defend Buyer upon such request, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party a recovery against Buyer shall be permitted to participate conclusive in its favor against the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); Seller Parties, provided, however, that, if Seller has not received reasonable notice of the defendants Claim or is not allowed to control its defense, judgment against Buyer shall only constitute presumptive evidence against the Seller Parties. (c) All payments to be made by the Seller Parties to Buyer hereunder shall be made in immediately available funds to a bank account designated by Buyer. All payments to be made to Buyer shall be made in U.S. Dollars. Each of the Seller Parties, jointly and severally, covenants and agrees that (i) it has full authority and resources to make any Third Party Claim payment hereunder to or for the account of Buyer in U.S. Dollars if so required; and (ii) it shall make all payments hereunder irrespective of and without deduction for, any counterclaim, defense, recoupment, or set-off; and (iii) any payment or indemnity hereunder shall include both an Owner and any Indemnified Party, and amount necessary to hold the recipient of such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different payment or additional defenses indemnity harmless on an after-Tax basis from all Taxes required to be paid with respect to such Indemnified Partypayment or indemnity, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togethertaking into account any Tax.

Procedures. Promptly after If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the receipt by Stockholder, the Company or Xx. Xxxxx have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Person seeking indemnification under Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholder, the Company or Xx. Xxxxx may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article XX (the “9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an "Indemnified Party”) of written notice of " and UAG, Sub, the assertion of Stockholder and Xx. Xxxxx are sometimes referred to as an "Indemnifying Party," and any claim by UAG Third Party Claim and any Stockholder Third Party Claim is sometimes referred to as a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “"Third Party Claim”," in each case as the context so requires), the such Indemnified Party shall give written notice (to the “Indemnification Notice”) Indemnifying Party of its obligation to Owner and provide indemnification hereunder, provided that any failure to so notify the Indemnifying Party shall thereafter keep Owner reasonably informed with respect thereto; provided, however, not relieve them from any liability that the failure of it may have to the Indemnified Party under this Article 9. If such notice relates to give a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such failure. Owner Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to assume recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of such Third Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim by written notice to except with the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the such Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff of a release of the to such Indemnified Party a full release from all liability with in respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by foregoing, the Owner of Indemnifying Party shall not be entitled to control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim as provided in this Section 20.3to the extent the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, thatwhich, if successful, could materially interfere with the defendants in any Third Party Claim shall include both an Owner and any business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification indemnity may be sought hereunder (a “Third Party Claim”)pursuant to either Section 2.5(a) or 2.5(b) above, the Indemnified Party shall give written notice such Person (the “Indemnification Notice”"INDEMNIFIED PARTY") to Owner shall promptly notify the Person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and shall thereafter keep Owner reasonably informed indemnifying parties exists with respect thereto; providedto such proceeding, however, that shall permit the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled indemnifying party to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that proceeding with counsel selected by the Indemnifying Party shall be reasonably satisfactory to Ownerthe indemnified party and the indemnifying party shall pay the fees and disbursements of such counsel related to such proceeding. Owner It is understood that if an indemnifying party does not assume the defense of a proceeding, such indemnifying party shall not, in connection with such proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of counsel employed more than one separate firm (in addition to any local counsel) for (i) the Company, its directors, its officers who signed the applicable Registration Statement and each Person, if any, who controls the Company or (ii) all Holders and all Persons, if any, who control any Holders, as the case may be, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving Holders and such Persons who control Holders, such firm shall be designated in writing by the Indemnified Party Holders of a majority of the Registrable Securities involved in such case. The indemnified party shall cooperate with the indemnifying party and shall furnish the indemnifying party all information available to the indemnified party which relate to such action or claim that the indemnifying party may reasonably request. The indemnifying party shall not be liable for any period during which Owner has not assumed the defense settlement of any Third Party Claim (other than during proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any period during which the Indemnified Party has failed to give notice loss or liability by reason of such Third Party Claim as provided above)settlement or judgment. If Owner shall assume the defense of the Third Party ClaimNo indemnifying party shall, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to effect any settlement that (a) does not includeof any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, as unless such settlement includes an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party such indemnified party from all liability with respect to such Third Party Claim or (b) involves on claims that are the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense subject matter of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherproceeding.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after the receipt by any Person seeking it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article XX (VIII, and shall provide to the “Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim or action. The failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party”) , except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the Indemnifying Party shall be relieved from its obligations hereunder to the extent of written notice of the assertion of any claim by a third party with respect to any matter such material prejudice. The Indemnifying Party shall participate in respect of which indemnification may be sought hereunder (a “Third Party Claim”)and defend, contest or otherwise protect the Indemnified Party shall give written notice (against any such claim or action by counsel of the “Indemnification Notice”) to Owner Indemnifying Party’s choice at its sole cost and shall thereafter keep Owner reasonably informed with respect theretoexpense; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for not make any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not settlement or compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheldwithheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, delayed there is no admission or conditioned; provided, however, that statement of fault or culpability on the part of the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as and there is an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with respect and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim, or proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such Third Party Claim fees and expenses, or (b) involves counsel for the imposition Indemnifying Party reasonably determines that representation of equitable remedies or both the imposition of any material obligations on such Indemnifying Party and the Indemnified Party other than financial obligations for which by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basissuit, action, investigation, claim or proceeding, the Indemnified Party shall not payhave the right to do so, including, without limitation, the right to make any compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3settlement thereof, and the Indemnified Party shall be permitted entitled to participate in recover the defense entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedsuit, howeveraction, thatinvestigation, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different claim or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherproceeding.

Procedures. Promptly after (i) Subject to the receipt proviso to clause (a) above, the Borrower may from time to time solicit Discounted Prepayment Offers in the form of a Discounted Prepayment Offer Solicitation by any Person seeking indemnification under this Article XX providing notice to the applicable Administrative Agent at least three (the “Indemnified Party”3) of written Business Days (unless a shorter notice period is agreed to by such Administrative Agent in its sole discretion) in advance of the assertion proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of any claim by a third party the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any matter Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in respect of which indemnification may be sought hereunder accordance with clause (a iv) below (the “Third Party ClaimTarget Discounted Prepayment Amount”), the Indemnified Party shall give written notice Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Indemnification NoticeMaximum Prepayment Price”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such defenseevent, each offer will be treated as a separate offer pursuant to the terms of this Section 2.16); provided, however(III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $25,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h) below, thateach such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. Each applicable Administrative Agent will promptly provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the applicable Administrative Agent no later than the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in Section 2.16(h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Lender’s Term Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. (ii) The applicable Administrative Agent shall promptly, following a request by the Borrower, advise the Borrower and, in any event, no later than the first Business Day following a Discounted Prepayment Response Date, of all Discounted Prepayment Offers. The applicable Administrative Agent shall review all Discounted Prepayment Offers received at or before the applicable Discounted Prepayment Response Date and shall determine (subject to the approval of the Borrower and subject to the rounding requirements of the applicable Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Term Loans to be prepaid at such Clearing Prepayment Price in accordance with this Section 2.16. As used herein, the “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in an aggregate principal amount equal to the lower of (x) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or below the Clearing Prepayment Price with respect to one or more Classes of Term Loans (each, a “Qualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Term Loans at different Submitted Prepayment Prices, only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will be deemed to be the Discounted Prepayment Offer of such Participating Lender. (iii) Subject to clause (h) below, if there is at least one Participating Lender, the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because Borrower will prepay the Submitted Amount of the availability applicable Class(es) of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, each Participating Lender at the expense of OwnerClearing Prepayment Price for such Class(es); provided that if the Owner Submitted Amount by all Participating Lenders offered at a prepayment price at or below the Clearing Prepayment Price exceeds the Target Discounted Prepayment Amount for the applicable Class(es), prepayment of the principal amount of the relevant Class(es) of Term Loans for those Participating Lenders whose Submitted Prepayment Price is equal to the Clearing Prepayment Price (the “Identified Participating Lenders”) shall not be obligated made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender for such Class, and the applicable Administrative Agent (subject to pay the expenses approval of more than one separate counsel the Borrower and subject to rounding requirements of the applicable Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discounted Prepayment Proration”). Unless a Discounted Prepayment Offer Solicitation is withdrawn in accordance with clause (h) below, promptly, and in any case within five (5) Business Days following the Discounted Prepayment Response Date, (I) the Borrower shall notify the applicable Administrative Agent of the Discounted Prepayment Effective Date, (II) such Administrative Agent shall notify each Lender of the Discounted Prepayment Effective Date, the Clearing Prepayment Price for each Class of Term Loans, and the aggregate principal amount of the Discounted Prepayment and each Class of Term Loans to be prepaid at the Clearing Prepayment Price on such date (the “Clearing Prepayment Price Notice”), and (III) such Administrative Agent shall notify each Participating Lender of the aggregate principal amount of each Class of Term Loans of such Lender to be prepaid at the Clearing Prepayment Price on such date. Each determination by the Borrower of the amounts stated in the foregoing notices to the Lenders shall be conclusive and binding for all Indemnified Parties, taken togetherpurposes absent manifest error. The payment amount specified in such notice to the Lenders shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with clause (d) below (subject to clause (h) below).

Procedures. Promptly after If any legal action governed by this Section 21 is commenced against an Indemnitee, prompt written notice thereof shall be given to the receipt by any Person seeking indemnifying party; provided, however, that failure to give prompt notice shall not reduce the indemnifying party's obligations under this Section 21 except to the extent it is prejudiced thereby. After such notice, if the indemnifying party shall acknowledge in writing to such Indemnitee that the right of indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party Agreement applies with respect to any matter such claim, then the indemnifying party shall be entitled, if it so elects, in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice delivered to the Indemnitee no later than ten (10) days prior to the “Indemnification Notice”) date on which a response to Owner such claim is due, to take control of the defense and investigation of such claim and to employ and engage attorneys of its sole choice, and reasonably satisfactory to the indemnified party, to handle and defend same, at the indemnifying party's expense. The Indemnitee shall thereafter keep Owner reasonably informed cooperate in all reasonable respects with respect theretothe indemnifying party and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom; provided, however, that the failure Indemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the Indemnified Party to give payment of money by the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner indemnifying party shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected entered into by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim indemnifying party without the prior written consent of the Indemnified PartyIndemnitee, which consent shall not may be unreasonably withheldgiven or withheld in the Indemnitee's sole discretion, delayed or conditioned; provided, however, to the extent that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of it concerns equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunderIndemnitee's Confidential Information or proprietary technology. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption After notice by the Owner indemnifying party of its election to assume full control of the defense of any Third Party Claim such claim, the Indemnitee shall not be liable to the indemnifying party for any legal expenses incurred thereafter by such indemnifying party in connection with the defense of that claim. If the indemnifying party does not assume full control over the defense of a claim subject to such defense as provided in this Section 20.3Section, the Indemnified Party shall be permitted to indemnifying party may participate in the defense of such Third Party Claim and to employ counsel defense, at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partyexpense, and such Indemnified Party the Indemnitee shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate defend and settle the claim in the defense of such Third Party Claim on its behalfmanner as it may deem appropriate, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherindemnifying party.

Procedures. Promptly (i) In order for a Purchaser Indemnitee to be entitled to any indemnification for any claim with respect to Designated Matters Losses (each a “Designated Matters Claim”), Purchaser must notify Seller in writing (and in reasonable detail) of the Designated Matters Claim promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) such Purchaser Indemnitee of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Designated Matters Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein such notification shall not relieve Owner of any of its obligations hereunder, affect the indemnification provided hereunder except to the extent that Owner is the Seller Indemnitors shall have been actually and materially prejudiced by as a result of such failure. Owner Thereafter, Purchaser shall deliver to the Seller Indemnitors, promptly following the Purchaser Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Purchaser Indemnitee relating to the Designated Matters Claim. (ii) If a Designated Matters Claim is made against a Purchaser Indemnitee and the Purchaser Indemnitee affirms in writing that the Seller Indemnitors are required to indemnify the Purchaser Indemnitee under this Section 9.10 in respect of such Designated Matters Claim, the Seller Indemnitors shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense thereof and, after consultation with the other Parties to determine the most appropriate Party to defend such Designated Matters Claim, taking into consideration the reasonable business concerns of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedthe Parties, however, that, if upon the defendants in any Third Party Claim request of Purchaser shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that assume the defense thereof with counsel selected by Owner has the Seller (not reasonably objected to by Purchaser). Should the Seller Indemnitors assume the defense of a conflict of interest because of Designated Matters Claim, the availability of different or additional defenses Seller Indemnitors shall not be liable to the Purchaser Indemnitees for any legal expenses subsequently incurred by the Purchaser Indemnitees in connection with the defense thereof. If the Seller Indemnitors assumes such Indemnified Partydefense, such Indemnified Party the Purchaser Indemnitees shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalfthereof and to employ counsel (not reasonably objected to by the Seller), at its own expense, separate from the expense of Owner; provided counsel employed by the Seller Indemnitors, it being understood that the Owner Seller Indemnitors shall control such defense, and the costs of any such counsel shall not be obligated included in Designated Matters Losses. If the Seller Indemnitors choose to, or are requested by Purchaser to, defend or prosecute a Designated Matters Claim, the Seller shall keep Purchaser reasonably apprised of the status of the Designated Matters Claim and shall furnish Purchaser with copies of all notices and documents (including court papers) received by the Seller Indemnitors relating to pay the expenses of more than one separate counsel for Designated Matters Claim, and all Indemnified Parties, taken togetherPurchaser Indemnitees shall cooperate in the defense or prosecution thereof.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX 21 (the “"Indemnified Party”") of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “"Third Party Claim”"), the Indemnified Party shall give written notice (the “"Indemnification Notice”") to Owner the Party from which indemnification is sought (the "Indemnifying Party"), and shall thereafter keep Owner the Indemnifying Party reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner the Indemnifying Party of any of its obligations hereunder, except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. Owner The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner the Indemnifying Party of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Ownerthe Indemnified Party. Owner The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner the Indemnifying Party has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner the Indemnifying Party shall assume the defense of the Third Party Claim, then the Owner Indemnifying Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner Indemnifying Party of the defense of any Third Party Claim as provided in this Section 20.321.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner the Indemnifying Party controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Ownerthe Indemnifying Party; provided that the Owner Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not includeFrom time to time during the Funding Period, as an unconditional term thereofSeller may request Buyer to enter into a proposed Transaction by sending Buyer a notice substantially in the form of Exhibit A ("Transaction Request") (i) describing the Transaction and each proposed Asset and any related Underlying Mortgaged Property and other security therefor in reasonable detail, the giving by the claimant or the plaintiff of (ii) transmitting a release complete Underwriting Package for each proposed Asset, and (iii) specifying which (if any) of the Indemnified Party from all liability representations and warranties of Seller set forth in this Agreement (including in Schedule 1 applicable to the Class of such Asset) Seller will be unable to make with respect to such Third Party Claim Asset. Seller shall promptly deliver to Buyer any supplemental materials requested at any time by Buyer. Buyer shall conduct such review of the Underwriting Package and each such Asset as Buyer determines appropriate. Buyer shall determine whether or not it is willing to purchase any or all of the proposed Assets, and if so, on what terms and conditions. It is expressly agreed and acknowledged that Buyer is entering into the Transactions on the basis of all such representations and warranties and on the completeness and accuracy of the information contained in the applicable Underwriting Package, and any incompleteness or inaccuracies in the related Underwriting Package will only be acceptable to Buyer if disclosed in writing to Buyer by Seller in advance of the related Purchase Date, and then only if Buyer opts to purchase the related Purchased Asset from Seller notwithstanding such incompleteness and inaccuracies. In the event of a Representation Breach, Seller shall within three (3) Business Days after notice repurchase the related Asset or Assets in accordance with Section 3.05. (b) involves Buyer shall give Seller notice of the imposition of equitable remedies date when Buyer has received a complete Underwriting Package and supplemental materials. Buyer shall approve or the imposition of disapprove in writing any material obligations on proposed Asset, within ten (10) Business Days after such Indemnified Party other than financial obligations for which date. If Buyer has not communicated such Indemnified Party is indemnified hereunder. As long as the Owner is contesting decision to Seller by such date, Buyer shall automatically and without further action be deemed to have determined not to purchase any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherAsset.

Procedures. Promptly after the receipt If any CLAIM covered by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)Section 15.1 is brought, the Indemnified Party indemnifying PARTY’S obligations are conditioned upon the following: (i) the indemnified PARTY shall give written notice (promptly notify the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; indemnifying PARTY in writing of such CLAIM, provided, however, that the failure to provide such notice within a reasonable period of the Indemnified Party to give the Indemnifying Party notice as provided herein time shall not relieve Owner the indemnifying PARTY of any of its obligations hereunderhereunder except if the indemnifying PARTY is prejudiced by such failure or delay; (ii) the indemnifying PARTY shall assume, at its cost and expense, the sole defense of such CLAIM through counsel selected by the indemnifying PARTY, except that those indemnified may at their option and expense select and be represented by separate counsel; (iii) the indemnifying PARTY shall maintain control of such defense and/or the settlement of such CLAIM, and the indemnified PARTY shall cooperate with the indemnifying PARTY; (iv) those indemnified may, at their option and expense, participate in such defense, and if they so participate, the indemnifying PARTY and those indemnified shall cooperate with one another in such defense; (v) the indemnifying PARTY will have authority to consent to the entry of any monetary judgment, to enter into any settlement or otherwise to dispose of such CLAIM (provided and only to the extent that Owner is materially prejudiced by an indemnified PARTY does not have to admit liability and such failure. Owner shall be entitled judgment does not involve equitable relief), and an indemnified PARTY may not consent to assume the defense entry of any Third Party Claim by written notice judgment, enter into any settlement or otherwise to the Indemnified Party dispose of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim CLAIM without the prior written consent of the Indemnified Partyindemnifying PARTY; and (vi) the indemnifying PARTY shall pay the full amount of any judgment, which consent shall not be unreasonably withheld, delayed award or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves CLAIM and all other costs, fees and expenses related to the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Ownerresolution thereof; provided that such other costs, fees and expenses have been incurred or agreed, as the Owner shall not be obligated to pay case may be, by the expenses indemnifying PARTY in its defense or settlement of more than one separate counsel for all Indemnified Parties, taken togetherthe CLAIM.

Procedures. Promptly after Purchaser's Indemnified Persons shall give Seller prompt notice of any written claim, demand, assessment, action, suit or proceeding to which the indemnity set forth in this Section 13 applies. If the document evidencing such claim or demand is a court pleading, Purchaser shall give such notice, including a copy of such pleading, within five days of receipt by any Person seeking indemnification under this Article XX (of such pleading, otherwise, Purchaser shall give such notice within 30 days of the “Indemnified Party”) of date it receives written notice of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the assertion rights of Purchaser's Indemnified Persons to collect such Loss from Seller so long as such failure to so notify does not materially adversely affect Seller's ability to defend such Loss against a third party. If Purchaser's Indemnified Persons request for indemnification arises from the claim of a third party, Seller may, at their option, assume control of the defense of any claim such claim, or any litigation resulting from such claim. Failure by Seller to notify Purchaser's Indemnified Persons of its election to defend a complaint by a third party with respect within 10 days shall be a waiver by Seller of their right to any matter in respect respond to such complaint and within 30 days after notice thereof shall be a waiver by Seller of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) their right to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure assume control of the defense of such claim or action. If Seller assumes control of the defense of such claim or litigation resulting therefrom, Seller shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Seller shall hold Purchaser's Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunderPersons, except to the extent that Owner is materially prejudiced provided in this Section 13, harmless from and against all Losses arising out of or resulting from any settlement approved by Seller or any judgment in connection with such failureclaim or litigation. Owner shall be entitled to assume Notwithstanding Seller's assumption of the defense of any Third Party Claim by written notice such third-party claim or demand, Purchaser's Indemnified Persons shall have the right to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed participate in the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above)third-party claim or demand at their own expense. If Owner Seller shall assume not, in the defense of the Third Party Claimsuch claim or litigation, then the Owner shall not compromise consent to entry of any judgment against any of Purchaser's Indemnified Persons or settle such Third Party Claim without the prior enter into any settlement, involving any of Purchaser's Indemnified Persons, except in either case with written consent of the Purchaser's Indemnified PartyPersons, which consent shall not be unreasonably withheld. Purchaser's Indemnified Persons shall furnish Seller in reasonable detail all information Purchaser's Indemnified Persons may have with respect to any such third-party claim and shall make available to Seller and their representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Seller in the defense of such third-party claim. If Seller does not assume control of the defense of any such third-party claim or litigation resulting therefrom, delayed Purchaser's Indemnified Persons may defend against such claim or conditioned; providedlitigation in such manner as it may reasonably deem appropriate, however, that the and Seller shall indemnify Purchaser's Indemnified Party Persons from any Loss indemnifiable under Section 13.01 incurred in connection therewith. Seller shall have no obligation not be obligated to Purchaser's Indemnified Persons for any settlement or consent to a stay of judgment made by any Purchaser's Indemnified Person if such settlement or consent is entered into without the prior written consent of Seller which consent shall not be unreasonably withheld or delayed. If Purchaser's Indemnified Persons should have a claim against Seller that (a) does not include, as an unconditional term thereofinvolve a third party claim, the giving Purchaser's Indemnified Persons shall deliver a notice of such claim to Seller. If Seller notifies the Purchaser's Indemnified Persons that it does not dispute the claim described in such notice or fails to notify the Purchaser's Indemnified Persons within 30 days after delivery of such notice by the claimant or Purchaser's Indemnified Persons whether Seller disputes the plaintiff claim described in such notice, the Loss in the amount specified in the Purchaser's Indemnified Persons' notice will be conclusively deemed a liability of a release Seller and Seller shall pay the amount of such Loss to the Purchaser's Indemnified Party from all Persons on demand. If Seller have timely disputed their liability with respect to such Third Party Claim or (b) involves claim, a senior executive of each of Seller and the imposition Purchaser's Indemnified Persons with full negotiating authority will proceed in good faith to negotiate a resolution of equitable remedies or such dispute, and if not resolved through the imposition negotiations of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as executives within 60 days after the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner delivery of the defense Purchaser's Indemnified Persons' notice of any Third Party Claim as provided in this Section 20.3such claim, the Indemnified Party such dispute shall be permitted to participate in the defense resolved fully and finally by a court of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togethercompetent jurisdiction.

Procedures. Promptly after The payment and procedures regarding the receipt Contingent Payments shall be as follows: 2.1. Within [***] days following the approval by any Person seeking indemnification the Buyer’s Board of Directors of the annual audited consolidated financial statements of Buyer of each fiscal year during the Revenue Period (commencing with the audited consolidated financial statements for the year ended December 31, 2022), Buyer shall send to the Seller a statement (each, a “Revenue Earnout Statement”) the calculation of the Qualified Sales during the Revenue Period as well as the calculation of the Contingent Payment, if any, payable under this Article XX such Revenue Earnout Statement. 2.2. The Seller may object to the Revenue Earnout Statement, no later than [***] days following delivery thereof, by way of delivering a written notice, executed by the Seller, to that effect to Buyer, providing details for the grounds for such objection pursuant to the Agreement (the “Indemnified PartyRevenue Earnout Objection Notice”). If the Seller does not timely deliver such Revenue Earnout Objection Notice or raises objections not in accordance with the Agreement, then the Revenue Earnout Statement shall be deemed final and binding for all intents and purposes and Buyer shall transfer the Contingent Payment, if any, specified in such Revenue Earnout Statement within [***] Business Days thereafter, to the Seller. 55 2.3. However, if the Seller timely delivers such Revenue Earnout Objection Notice, then, notwithstanding Section 10.7 of the Agreement, the dispute regarding such amount shall be resolved as follow: 2.3.1. Buyer and the Seller shall attempt to resolve any disagreements as to the computation of the Contingent Payment in good faith, and if it is so resolved, the Revenue Earnout Statement shall be modified as necessary to reflect such resolution and the Revenue Earnout Statement as so modified shall be conclusive and binding on all of the parties. 2.3.2. However, if Buyer and the Seller do not reach, for whatever reason, a final resolution within [***] days after Buyer has received the Revenue Earnout Objection Notice, Buyer and the Seller shall jointly retain an independent accounting firm of recognized standing (the “CP Firm”) of written notice to resolve any remaining disagreements. If Buyer and the Seller are unable to agree on the choice of the assertion CP Firm within 14 days after the lapse of the said [***]-days period, then Buyer shall, within 7 days, suggest two firms out of the “big-four” accounting firm (or a successor), of which Seller shall select one as the CP Firm within [***] days thereafter. 2.3.3. Buyer and the Seller shall direct the CP Firm to render a determination as soon as possible and, in any claim by a third party event, within [***] days after its retention. 2.3.4. [***]. 2.3.5. [***]. 2.3.6. The Seller shall bear the fees and expenses of the CP Firm with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), dispute regarding the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoContingent Payment; provided, however, that in the failure event that the CP Firm resolves in favor of the Indemnified Party Seller for the payment of [***] that were not to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except be paid pursuant to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedBuyer's initial Revenue Earnout Statement, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed the CP Firm shall be fully borne by the Indemnified Party for Buyer. 2.3.7. Buyer shall be required to transfer to Seller any period during which Owner has not assumed Contingent Payment in accordance with the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense final ruling of the Third Party Claim, then the Owner shall CP Firm not compromise or settle previously paid within [***] Business Days after such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving ruling has been provided by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherCP Firm.

Procedures. (a) Promptly after the receipt discovery by any Person seeking indemnification under this Article XX (the “Indemnified Party”) Party of written notice of the assertion of any Loss or Losses, claim or breach, but excluding any claim by a third party described in Section 10.4(c) hereof, which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the Stockholder Representative a certificate (the “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it will incur liability for Losses, for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail, to the extent available, each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (b) In case the Stockholder Representative shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Stockholder Representative shall, within thirty (30) days after receipt by the Stockholder Representative of such Claim Certificate, deliver to the Indemnified Party a written notice to such effect and the Stockholder Representative and the Indemnified Party shall, within the thirty-day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Stockholder Representative shall have so objected. If the Indemnified Party and the Stockholder Representative shall succeed in reaching agreement with respect to any matter in respect of which indemnification may such claims, the Indemnified Party and the Stockholder Representative shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Stockholder Representative be sought hereunder unable to agree as to any particular item or items or amount or amounts, then the Indemnified Party shall be entitled to pursue its available remedies for resolving its claim for indemnification. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party (a “Third Party Claim”)) that, in the good faith judgment of such Indemnified Party, may result in the incurrence by such Indemnified Party of Losses for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall give deliver to the Stockholder Representative written notice of said Third Party Claim, which notice shall specify in reasonable detail the nature of the Third Party Claim and the Indemnified Party’s good faith estimate of the Losses it may incur with respect to such Third Party Claim (the a “Indemnification Third Party Claim Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto); provided, however, that no delay on the failure part of the Indemnified Party to give in notifying the Indemnifying Party notice as provided herein Stockholder Representative shall not relieve Owner the Stockholders or Non-Exercising Payees of any of its liability or obligations hereunder, except to the extent that Owner is materially the Stockholders and Non-Exercising Payees have been prejudiced by thereby, and then only to such failureextent. Owner The Indemnified Party shall be entitled have the right in its sole discretion to assume conduct the defense of any such Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification NoticeClaim; provided, however, that counsel selected by the Indemnifying Party Stockholders and Non-Exercising Payees shall be reasonably satisfactory to Owner. Owner shall not be liable for the fees and expenses of counsel employed by the to indemnify any Indemnified Party for any period during which Owner has not assumed the defense settlement of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim effected without the prior written consent of the Indemnified PartyStockholder Representative, which consent shall not be unreasonably withheld. If any such action or claim is settled with the prior written consent of the Stockholder Representative, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or if there be a final judgment for the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting in any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3action, the Indemnified Party shall be permitted entitled to participate indemnification for the amount of any Loss relating thereto (“Third Party Losses”). (d) Claims for Losses specified in any Claim Certificate to which the defense Stockholder Representative did not object in writing within thirty (30) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 10.4(b), claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination, and Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providedLosses are hereinafter referred to, howevercollectively, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such as “Agreed Claims.” The Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because be entitled to payment for any Agreed Claims within ten (10) Business Days of the availability determination of different or additional defenses to the amount of any such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherAgreed Claims.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion it obtains knowledge of any claim by a third party with respect to any matter in respect Unpermitted Liens, Seller or PDVSA-PG shall notify Buyer of which indemnification may be sought hereunder (a “Third Party Claim”)such fact, the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that but the failure of the Indemnified Party so to give the Indemnifying Party notice as provided herein shall notify Buyer will not relieve Owner of any of its obligations hereunder, except Buyer from liability hereunder unless and to the extent Buyer did not otherwise learn of such Lien and such failure prejudices Buyer’s ability to defend such Lien and the failure to notify Buyer will not relieve Buyer from any obligations to Seller or PDVSA-PG other than the indemnification obligations provided herein. Buyer, at Seller’s or PDVSA-PG’s request, shall assume or, at Buyer’s election, may assume, the defense of any such Lien for which indemnification is sought from Buyer hereunder with counsel of its choice at its own expense (in which case Buyer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by Seller or PDVSA-PG, except as set forth below), provided, that Owner is materially prejudiced Seller or PDVSA-PG has provided its prior written consent to the counsel of Buyer’s choice, such consent not to be unreasonably withheld. Notwithstanding Buyer’s assumption, if applicable, of the defense of such Lien, Seller or PDVSA-PG, as the case may be, shall have the right to employ separate counsel and to participate in the defense of such action, and Buyer shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by Buyer to represent Seller or PDVSA-PG would present such failure. Owner counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such Lien include both Buyer and Seller or PDVSA-PG and Seller or PDVSA-PG shall have reasonably concluded, based on the written advice of legal counsel, that there may be legal defenses available to it which are different from or additional to those available to Buyer (in which case Buyer shall not be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party such Lien on behalf of such intention given within thirty Seller or PDVSA-PG); (30iii) days after the receipt by Owner of the Indemnification Notice; provided, however, that Buyer shall not have employed counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for Seller or PDVSA-PG, pursuant to the fees and expenses third sentence of counsel employed by this Section 9.1(c) to represent Seller or PDVSA-PG, as the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give case may be, within a reasonable time after notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditionedLien; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together.or

Procedures. Promptly after Prior to entering into an agreement with third parties pursuant to which Confidential Information of the receipt by any Person seeking indemnification other Party will be disclosed to such third parties (which disclosure shall be subject to Article 11 of the Collaboration and License Agreement), Takeda or SPI, as applicable, shall notify the other Party regarding the purpose of such agreement and the nature of the Confidential Information to be disclosed. Such third parties shall include but are not limited to vendors, consultants, Key Opinion leaders (KOLs) and medical writers. Such third parties shall not include Affiliates of a Party that are engaged in activities related to satisfying such Party’s obligations under this Article XX the Collaboration and License Agreement, subject to, in the case where such entity does not meet the definition of “Affiliate” in the Collaboration and License Agreement, the existence (and disclosure to the “Indemnified other Party”) of written notice an agreement between the Party and Affiliate containing appropriate confidentiality obligations. In the case where an Affiliate of a Party shall perform any obligations of such Party under the assertion Collaboration and License Agreement, such Affiliate shall first consent in writing to comply with the SOP described herein prior to the performance of such obligations. Within 5 business days of receipt of such information regarding such third party, Takeda or SPI, as applicable, shall notify the other Party in writing of any claim by a concerns or questions relating to the proposed disclosure of Confidential Information to such third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third and the reasons for such concerns or questions. If, within such 5-day period, Takeda or SPI, as applicable, does not notify the other Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except concerns or questions relating to the extent that Owner is materially prejudiced by proposed disclosure of Confidential Information to such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimthird party, then the Owner shall not compromise Takeda or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not includeSPI, as an unconditional term thereofapplicable, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect will be free to disclose to such Third Party Claim the Confidential Information under the terms of standard confidentiality provisions. If, within such 5-day period, Takeda or SPI, as applicable, notifies the other Party of its concerns or questions relating to the proposed disclosure of Confidential Information to such third party, then the Parties shall promptly discuss such concerns or questions and seek a reasonable solution. If the Parties are unable to agree on a solution within 3 business days of such discussion, then the matter shall be discussed and negotiated in good faith by the CEO of TPNA and the CEO of SPI. If the CEOs after one business day remain unable to resolve the dispute, then the matter shall be resolved by a neutral arbitrator from a JAMS panel selected by the Parties, or by JAMS if the Parties are unable to agree on the selection. The Parties shall brief the arbitrator on the background of the relevant agreements in advance, and the arbitrator shall decide any such disputes, which decision shall be final and binding, within 3 business days following a failure of the CEOs to reach an agreement. For purposes of this paragraph 4, the issues to be decided in any dispute over a proposed disclosure are (b1) involves whether the imposition scope of equitable remedies the Confidential Information to be disclosed exceeds what is necessary for the performance of the vendor’s duties and (2) whether the need to disclose the Confidential Information is outweighed by the need to protect Intellectual property rights; in no event may an objection to disclosure be based on general dissatisfaction with the vendor’s services. In cases where the same Confidential Information is to be disclosed to multiple third parties performing substantially the same activity, the procedures outlined above shall be followed and completed with respect to each such third party Following the completion of such procedures, Takeda or SPI, as applicable, shall provide prior notification to the imposition other Party of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party each third party to whom the same Confidential Information is indemnified hereunder. As long to be disclosed in connection with the performance of substantially the same activity, and Takeda or SPI, as the Owner is contesting any applicable, shall be free to disclose to such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought Confidential Information under such Third Party Claim. Notwithstanding the assumption by the Owner terms of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherstandard confidentiality provisions.

Procedures. Promptly after the receipt If any CLAIM covered by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)Section 15.1 is brought, the Indemnified Party indemnifying PARTY’S obligations are conditioned upon the following: (i) the indemnified PARTY shall give written notice (promptly notify the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; indemnifying PARTY in writing of such CLAIM, provided, however, that the failure to provide such notice within a reasonable period of the Indemnified Party to give the Indemnifying Party notice as provided herein time shall not relieve Owner the indemnifying PARTY of any of its obligations hereunderhereunder except if the indemnifying PARTY is prejudiced by such failure or delay; [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 57 (ii) the indemnifying PARTY shall assume, at its cost and expense, the sole defense of such CLAIM through counsel selected by the indemnifying PARTY, except that those indemnified may at their option and expense select and be represented by separate counsel; (iii) the indemnifying PARTY shall maintain control of such defense and/or the settlement of such CLAIM, and the indemnified PARTY shall cooperate with the indemnifying PARTY; (iv) those indemnified may, at their option and expense, participate in such defense, and if they so participate, the indemnifying PARTY and those indemnified shall cooperate with one another in such defense; (v) the indemnifying PARTY will have authority to consent to the entry of any monetary judgment, to enter into any settlement or otherwise to dispose of such CLAIM (provided and only to the extent that Owner is materially prejudiced by an indemnified PARTY does not have to admit liability and such failure. Owner shall be entitled judgment does not involve equitable relief), and an indemnified PARTY may not consent to assume the defense entry of any Third Party Claim by written notice judgment, enter into any settlement or otherwise to the Indemnified Party dispose of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim CLAIM without the prior written consent of the Indemnified Partyindemnifying PARTY; and (vi) the indemnifying PARTY shall pay the full amount of any judgment, which consent shall not be unreasonably withheld, delayed award or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves CLAIM and all other costs, fees and expenses related to the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Ownerresolution thereof; provided that such other costs, fees and expenses have been incurred or agreed, as the Owner shall not be obligated case may be, by the indemnifying PARTY in its defense or settlement of the CLAIM. [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetheromitted portions.

Procedures. Promptly after the receipt by any Person seeking (i) In order to seek indemnification under this Article XX (VII, an Indemnified Party shall deliver to the “Indemnifying Party a Claim Notice. If the Indemnified Party”) of written notice of Party is the assertion of any claim by a third party with respect Buyer and is seeking to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)enforce such Claim pursuant to the Escrow Agreement, the Indemnified Party shall give written notice deliver a copy of the Claim Notice to the Escrow Agent. (ii) Within 20 days after delivery of a Claim Notice, the “Indemnification Notice”) Indemnifying Party shall deliver to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give a Response, in which the Indemnifying Party notice as provided herein shall not relieve Owner shall: (A) agree that the Indemnified Party is entitled to receive all of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner Claimed Amount (in which case the Response shall be entitled to assume accompanied by a payment by the defense of any Third Indemnifying Party Claim by written notice to the Indemnified Party of such intention given within thirty the Claimed Amount, by check or by wire transfer (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying if a Buyer Indemnified Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by is the Indemnified Party for any period during which Owner has not assumed and is seeking to enforce such Claim pursuant to the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basisEscrow Agreement, the Indemnified Party shall not paydeliver to the Escrow Agent, compromise or settle any claims brought under such Third within three days following delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Claimed Amount to the Buyer Indemnified Party)), (B) agree that the Indemnified Party Claim. Notwithstanding is entitled to receive the assumption Agreed Amount (in which case the Response shall be accompanied by a payment by the Owner Indemnifying Party to the Indemnified Party of the defense of any Third Agreed Amount, by check or by wire transfer (provided, that if a Buyer Indemnified Party is the Indemnified Party and is seeking to enforce such Claim as provided in this Section 20.3pursuant to the Escrow Agreement, the Indemnified Party shall be permitted deliver to participate in the defense Escrow Agent, within three days following delivery of such Third Party Claim and the Response, a written notice executed by both parties instructing the Escrow Agent to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if disburse the defendants in any Third Party Claim shall include both an Owner and any Agreed Amount to the Buyer Indemnified Party)), or (C) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (iii) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and such the Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of use good faith efforts to resolve the availability of different or additional defenses to Dispute. If the Dispute is not resolved within such Indemnified Party30-day period, such the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then have the right provisions of Section 7.3(e) shall become effective with respect to select separate counsel such Dispute. The provisions of this Section 7.3(e) shall not obligate the Indemnifying Party and the Indemnified Party to participate submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the defense absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate a Dispute, such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner Dispute shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherresolved in a state or federal court sitting in New York.

Procedures. Promptly after the receipt by (a) If any Person seeking entitled to indemnification under this Article XX IX (the an “Indemnified Party”) of written asserts a claim for indemnification for, or receives notice of the assertion of or commencement of, any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Third-Party Claim”), the such Indemnified Party shall as soon as practicable give written notice (the “Indemnification Indemnity Notice”) of such claim to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the Party from whom indemnification is to be sought (an “Indemnifying Party”). The failure of the Indemnified Party to give notify the Indemnifying Person promptly of a Third-Party notice as provided herein Claim shall not relieve Owner of any of the Indemnifying Person from its obligations indemnification obligation hereunder, except to the extent that Owner the Indemnifying Person is materially prejudiced by thereby. (b) In the event that the Indemnified Person gives an Indemnity Notice to the Indemnifying Person, such failure. Owner notice shall be entitled to assume set forth the defense of any Third Party Claim by written notice facts known to the Indemnified Party of such intention given within Person pertaining to the Claim and shall specify the manner in which the Indemnified Person proposes to respond to the Claim. Within thirty (30) days after of receipt of such notice (the receipt by Owner “Investigation Period”), the Indemnifying Person shall state in writing (the “Assumption Notice”): (i) whether the Indemnified Person may proceed to respond to the Claim in the manner set forth in its notice; and (ii) whether the Indemnifying Person shall assume responsibility for and conduct the negotiation, defense or settlement of the Indemnification NoticeClaim, and if so, the specific manner in which the Indemnifying Person proposes to proceed; provided, however, that counsel selected during the Investigation Period (prior to the Indemnified Party’s receipt of the applicable Assumption Notice), the Indemnified Party shall be permitted to take any and all actions it deems reasonably necessary to protect its rights and defenses with respect to such Third-Party Claim at the cost and expense of the Indemnifying Person. If the Indemnifying Person does elect to assume responsibility and such control, its defense against the Third-Party Claim shall be conducted by the Indemnifying Party shall be Person and its counsel at its expense in a manner reasonably satisfactory and effective to Owner. Owner shall be liable for the fees and expenses of counsel employed by protect the Indemnified Party for Person to the extent required hereunder. The Indemnifying Person shall have full control of such defense and proceedings, including any period during which Owner has compromise or settlement thereof; provided, that the Indemnifying Person shall not assumed consent to the defense entry of any Third Party Claim (other than during judgment or enter into any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim settlement agreement without the prior written consent of the Indemnified Party, Person (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Claim to all Indemnified Persons affected by the Claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by, and does not contain an injunction or other equitable relief upon, the Indemnified Person or its Affiliates. Notwithstanding the foregoing, (a) the Indemnified Person shall have the right at all times to participate in the defense of any Third-Party Claim hereunder with its own counsel and at its own expense and (b) if the Indemnified Person is advised by outside counsel reasonably satisfactory to the Indemnifying Person that a conflict of interest exists or if the court in which such Third- Party Claim is pending determines that a conflict of interest exists such that the Indemnifying Person’s counsel is prohibited by such court or is otherwise unable to represent the Indemnified Person with respect to such Third-Party Claim, or if there is one or more defenses that could be asserted by the Indemnified Person that could not be asserted by the Indemnifying Person or the Indemnifying Person’s counsel (on the Indemnified Person’s behalf), then the Indemnified Person shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third-Party Claim at the sole cost of the Indemnifying Person. (c) Unless and until an Indemnifying Person assumes the defense of the Third-Party Claim as provided in Section 9.04(b) above or fails to defend such Third- Party Claim to the extent required hereunder, the Indemnified Person may defend against the Third-Party Claim in any manner it reasonably may deem appropriate, on behalf of and for the risk of the Indemnifying Person and shall be reimbursed for its reasonable cost and expense (but only if the Indemnified Person is actually entitled to indemnification hereunder) in regard to the Third-Party Claim with counsel selected by the Indemnified Person, by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Person. The Indemnifying Person may participate in, but not control, any defense or settlement controlled by the Indemnified Person pursuant to this Section 9.04(c), and the Indemnifying Person shall bear its own costs and expenses with respect to such participation. (d) The Party assuming the defense under this Section 9.04 shall keep the other Party fully informed regarding the progress and status thereof. (e) In the event any Indemnified Person should have a Claim against any Indemnifying Person hereunder which does not involve a Third-Party Claim, the Indemnified Person shall promptly transmit to the Indemnifying Person an Indemnity Notice describing in reasonable detail the nature of the claim and the basis of the Indemnified Person’s request for indemnification under this Agreement; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release failure of the Indemnified Party Person to give the Indemnity Notice will not relieve the Indemnifying Person from liability hereunder unless and solely to the extent that the Indemnifying Person did not otherwise learn of such claim and such failure results in the forfeiture by the Indemnifying Person of substantial rights and defenses, and will not in any event relieve the Indemnifying Person from any obligations to the Indemnified Person other than the indemnification obligation provided herein. In the event that the Indemnifying Person disputes the validity or scope of the claim set forth in the Indemnity Notice, the Parties will, in good faith, use commercially reasonable efforts to resolve such matter within thirty (30) days of receipt of the Indemnity Notice. (f) All provisions of this Agreement requiring a party to indemnify another Person shall be deemed to incorporate this Section 9.04 by reference, and all liability notices and actions relating to Claims thereunder shall be made in the manner set forth in, and subject to the terms and conditions of this Section 9.04. (g) Buyers shall cooperate with any reasonable requests by Sellers or Flotek with respect to such Third Party Claim the defense by Sellers or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner Flotek of the defense matters disclosed in Section 6.07 of the Disclosure Schedules, including access for evidentiary purposes to the employees of Sellers who were previously employed by Sellers and to the Business Facilities, provided that any Third Party Claim as provided in this Section 20.3, the Indemnified Party out of pocket costs of such cooperation shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherSellers.

Procedures. Promptly after the receipt by any Person seeking (a) If a Buyer Indemnified Party or Seller Indemnified Party that is entitled to seek indemnification under this Article XX Section 7.3 (the an “Indemnified Party”) has a claim for indemnification under this Article VII, other than a claim for indemnification that involves a Third Party Claim, it shall give written notice (a “Claim Notice”) to Seller or Buyer, as applicable (in each case, the “Indemnifying Party”), which notice shall describe in reasonable detail to the extent then known the nature of such claim and the factual basis and circumstances surrounding the same and set forth an estimate of the amount of Damages attributable to such claim. The Indemnifying Party shall, within 30 days after its receipt of a Claim Notice, notify the Indemnified Party in writing as to whether the Indemnifying Party admits or disputes the claim described in the Claim Notice. If the Indemnifying Party gives written notice that it admits the indemnification claim described in the Claim Notice, then the Indemnified Party shall be entitled to indemnification pursuant to the provisions of this Article VII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Party notifies the Indemnified Party in writing that it disputes the claim for indemnification, or that it admits the entitlement of the Indemnified Party to indemnification under this Article VII with respect thereto but disputes the amount of the Damages in connection therewith, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Party and the Indemnifying Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (b) If an Indemnified Party receives notice of the assertion or commencement of any claim claim, demand, action, suit or proceeding made or brought by any Person who or which is not a third party with respect Party to any matter in respect of which indemnification may be sought hereunder this Agreement (a “Third Party Claim”)) against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought is obligated to provide indemnification under this Agreement, the Indemnified Party shall will give the Indemnifying Party prompt written notice thereof, but in any event not later than 10 Business Days after receipt of such written notice of such Third Party Claim (the “Indemnification Third Party Claim Notice”). Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Within 15 days after receipt of the Third Party Claim Notice, the Indemnifying Party shall notify the Indemnified Party in writing that the Indemnifying Party either (i) disputes the right of the Indemnified Party to Owner and shall thereafter keep Owner reasonably informed indemnification under this Article VII with respect theretoto the Third Party Claim or (ii) admits the right of the Indemnified Party to indemnification under this Article VII with respect to Damages arising in connection with the Third Party Claim. The failure of the Indemnifying Party to respond to the Indemnified Party within such 15-day period after receipt of a Third Party Claim Notice shall be deemed to constitute a response by the Indemnifying Party that it disputes the right of such Indemnified Party to indemnification under this Article VII with respect to that Third Party Claim. (c) If the Indemnifying Party admits in writing that the Indemnified Party is entitled to indemnification under this Article VII with respect to a Third Party Claim, then in such event (i) the Indemnifying Party shall diligently defend the Third Party Claim with counsel approved by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) the Indemnifying Party shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that with respect to any claim related to Taxes, such claim shall be defended by the failure applicable taxpayer subject to the control of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner and the approval rights of any clause (ii). The costs and expenses of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner defense shall be entitled to assume payable by the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedIndemnifying Party. If, however, that counsel selected by (i) the Indemnifying Party shall be reasonably satisfactory at any time fails to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume so conduct the defense of the Third Party ClaimClaim or (ii) the Indemnified Party (A) determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to full indemnification under this Agreement or (B) upon consultation with counsel has reasonably determined in its good faith judgment that joint representation by counsel for the Indemnified Party and the Indemnifying Party violates or would violate applicable ethical and professional rules, then the Owner shall not Indemnified Party (upon notice to the Indemnifying Party) may participate, together with counsel for the Indemnifying Party, in the defense, compromise or settle settlement of such Third Party Claim without Claims, and the prior written consent reasonable costs and expenses of such participation shall be payable by the Indemnifying Party. (d) If the Indemnifying Party disputes the right of the Indemnified PartyParty to indemnification under this Article VII with respect to the Third Party Claim described in a Third Party Claim Notice, which consent shall not be unreasonably withheld, delayed or conditionedthen in such event (i) the Indemnified Party may defend the Third Party Claim with counsel of its choice; provided, however, that the Indemnified Party (x) shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of diligently defend such Third Party Claim and (y) may not enter into a settlement thereof without obtaining approval of the Indemnifying Party (which approval shall not be unreasonably withheld, conditioned or delayed), unless the Indemnified Party will not be seeking indemnification for any amounts paid pursuant to employ counsel at its own expense such settlement thereof or for any other consequences (it being understood that Owner controls except to the extent such defense); provided, however, that, if settlement would not prejudice the defendants rights of the Indemnifying Party) and (ii) the amount of Damages incurred by the Indemnified Party in any connection with such Third Party Claim shall include both an Owner be a disputed indemnification claim to be resolved by settlement between the Indemnifying Party and any Indemnified Party, and such the Indemnified Party shall have reasonably concluded that counsel selected or by Owner has a conflict proceedings commenced in an appropriate court of interest because of competent jurisdiction by either the availability of different Indemnifying Party or additional defenses to such Indemnified Party, such the Indemnified Party shall then have or by any other mutually agreeable method. (e) A failure to give timely notice or to include any specified information in any notice as provided in Section 7.4(a) or 7.4(b) will not affect the rights or obligations of any Party hereunder, except and only to the extent that, as a result of such failure, any Party that was entitled to receive such notice or information was deprived of its right to select separate counsel to participate in the defense recover any payment under its applicable insurance coverage or was otherwise prejudiced as a result of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherfailure.

Procedures. Promptly after (a) Prior to the receipt by sale of any Person seeking indemnification under this Article XX (Subject Shares to a Third Party, MatlinPatterson shall deliver to the “Indemnified Party”) of Company a written notice of the assertion proposed or intended sale of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder Subject Shares (a the “Third Party ClaimMatlinPatterson Tag-Along Notice”), which MatlinPatterson Tag-Along Notice shall (i) identify the Indemnified Party Subject Shares proposed or intended to be sold, and (ii) disclose the number, price, names of purchasers and other terms upon which they are to be sold. Within 5 Business Days of the receipt of the MatlinPatterson Tag-Along Notice, the Company (directly or through its agent) shall give take all steps necessary and/or advisable (including preparing necessary and/or advisable documentation and making all necessary and/or advisable filings with the Commission and any other governmental authority) to deliver to each Seller a written notice of the proposed or intended sale of Subject Shares (the “Indemnification Company Tag-Along Notice”) ). The Company Tag-Along Notice shall be satisfactory in all respects to Owner MatlinPatterson and in compliance with this Agreement and shall thereafter keep Owner reasonably informed with respect thereto; provided(1) identify the Subject Shares proposed or intended to be sold, however(2) disclose the number, that the failure price, names of purchasers and other terms upon which they are to be sold, (3) inform each Seller of the Indemnified Party right to give sell such Seller’s pro rata portion (determined in accordance with the Indemnifying Party notice as provided herein shall not relieve Owner penultimate sentence of any this Section 3.2(a)) of its obligations hereunder, except Shares along with MatlinPatterson to the extent that Owner is materially prejudiced Third Party, (4) include all other information, disclosures, statements and documents as may be required by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty applicable law (30) days after the receipt by Owner of the Indemnification Notice; providedwhich information, howeverdisclosures, that counsel selected by the Indemnifying Party statements and documents shall be reasonably satisfactory to Owner. Owner shall be liable MatlinPatterson), and (5) include a deadline for the fees and expenses Sellers to deliver a “Shareholder Tag-Along Acceptance Notice,” along with the Shares to be sold, to MatlinPatterson in accordance with the terms of counsel employed the Shareholder Tag-Along Acceptance Notice, which deadline shall in no event be later than 30 calendar days or earlier than 10 Business Days after receipt by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense Sellers of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditionedCompany Tag-Along Notice; provided, howeverthat such deadline may be later than 30 calendar days after the date of receipt of the Company Tag-Along Notice if (i) MatlinPatterson consents thereto in writing, or (ii) outside legal counsel to the Company provides a written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with a Law applicable to the Company. The Company shall enclose a sufficient number of Shareholder Tag-Along Acceptance Notices with each Company Tag-Along Notice. The aggregate number of shares of Class A Common Stock that the Indemnified Party Sellers will be entitled to sell pursuant to this Article 3 prior to the fifth anniversary of the Closing Date of Phase I shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereofexceed the aggregate of the Consideration for Phase I, the giving Consideration for Phase II and, if applicable, the number of Shares acquired pursuant to Article 6 hereof. For purposes of this Section 3.2, a Seller’s pro rata portion shall be determined by multiplying (x) the claimant or the plaintiff number of Subject Shares proposed to be sold to a release of the Indemnified Party from all liability with respect to such Third Party Claim or by (y) a fraction, the numerator of which is the aggregate number of issued and outstanding Shares then Owned by such Seller, and the denominator of which is the aggregate number of shares of Class A Common Stock then issued and outstanding. (b) involves To sell its pro rata portion of Shares along with MatlinPatterson to the imposition of equitable remedies or Third Party, each Seller must (i) deliver a Shareholder Tag-Along Acceptance Notice, along with the imposition of Shares to be sold, to MatlinPatterson in accordance with the instructions set forth on the Shareholder Tag-Along Acceptance Notice; and (ii) comply with any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner applicable terms of the defense of proposed sale (including executing definitive documentation and any Third Party Claim as provided related documents), such terms being substantially identical for both MatlinPatterson and the Sellers, in this Section 20.3each case, prior to the Indemnified Party deadline set forth in the Company Tag-Along Notice (a Seller satisfying such requirements shall be permitted referred to participate in herein as a “Participating Seller”). Upon compliance with the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense)foregoing procedures, MatlinPatterson may sell the Subject Shares; provided, howeverthat such sale provides for the purchase of each Participating Seller’s pro rata portion of Shares (the “Tag-Along Shares”) for a period of up to 180 calendar days after the deadline set forth in the Company Tag-Along Notice, thatupon terms and conditions (including the per share price) which are not less favorable to MatlinPatterson and the Sellers than those set forth in the MatlinPatterson Tag-Along Notice. Any Subject Shares not sold by MatlinPatterson prior to the date that is 180 (c) Promptly (but in no event later than 3 Business Days) after the consummation of the sale of the Subject Shares and the Tag-Along Shares by MatlinPatterson and the Sellers, if the defendants in any respectively, to a Third Party Claim shall include both an Owner and any Indemnified Party, MatlinPatterson shall (i) notify the Company and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense Participating Sellers of such Third Party Claim on its behalfsale, at and (ii) cause to be remitted to the expense Company the total sales proceeds attributable to the sale of Owner; provided that Tag-Along Shares. Thereafter, the Owner Company shall not be obligated promptly distribute such sales proceeds to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherapplicable Sellers.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “a) Purchaser’s Indemnified Party”) of written Persons shall give Seller prompt notice of any written claim, demand, assessment, action, suit or proceeding to which the assertion of any indemnity set forth in this section 15 applies. If the document evidencing such claim by or demand is a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)court pleading, the Indemnified Party Purchaser shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; providedsuch notice, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party including a copy of such intention given pleading, within fifteen (15) days of receipt of such pleading, otherwise, Purchaser shall give such notice within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give date it receives written notice of such Third Party Claim as provided above)claim. If Owner shall assume the defense Failure to give timely notice of the Third Party Claim, then the Owner a matter which may give rise to an indemnification claim shall not compromise or settle affect the rights of Purchaser’s Indemnified Persons to collect such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation Losses from Seller so long as such failure to consent to any settlement that (a) so notify does not includematerially adversely affect Seller’s ability to defend such Losses against a third party, as an unconditional term thereof, and then only to the giving by the claimant or the plaintiff extent of a release of the Indemnified Party from all liability with respect to such Third Party Claim or adverse affect. (b) involves If Purchaser’s Indemnified Persons request for indemnification arises from the imposition claim of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basisthird party, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner Seller may elect to assume control of the defense of any Third Party Claim as such claim, and any litigation resulting from such claim, by notice to Purchaser. Failure by Seller to so notify Purchaser’s Indemnified Persons of their election to defend a complaint by a third party within five (5) days after notice thereof shall be deemed an election by Seller not to respond to such complaint and a waiver by Seller of any right to respond to such complaint, and within twenty (20) days after notice thereof shall be deemed an election by Seller not to assume control of the defense of such claim or action and a waiver by Seller of any right to defend such claim or action. If Seller timely notifies Purchaser that Seller elects to assume control of the defense of such claim or litigation resulting therefrom, Seller shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Seller shall hold Purchaser’s Indemnified Persons, to the extent provided in this Section 20.3section 15, harmless from and against all Losses arising out of or resulting from any settlement approved by Seller or any judgment in connection with such claim or litigation. Notwithstanding Seller’s assumption of the defense of such third-party claim or demand, Purchaser’s Indemnified Party Persons shall be permitted have the right to participate in the defense of such Third Party Claim and to employ counsel third-party claim or demand at its their own expense (it being understood that Owner controls such defense); providedexpense. Seller shall not, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on claim or litigation, consent to entry of any judgment against any of Purchaser’s Indemnified Persons or enter into any settlement, involving any of Purchaser’s Indemnified Persons, which either (a) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by Seller, or (b) fails to include a provision whereby the plaintiff or claimant releases Purchaser’s Indemnified Persons from all liability with respect thereto, except with the written consent of Purchaser’s Indemnified Persons. Purchaser’s Indemnified Persons shall furnish Seller in reasonable detail all information Purchaser’s Indemnified Persons may have with respect to any such third-party claim and shall make available to Seller and its behalfrepresentatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Seller in the defense of such third-party claim. (c) If Seller does not assume control of the defense of any such third-party claim or litigation resulting therefrom, at Purchaser’s Indemnified Persons may defend against such claim or litigation in such manner as they may reasonably deem appropriate, and Seller shall indemnify Purchaser’s Indemnified Persons from any Losses indemnifiable under section 15.01 incurred in connection therewith. (d) Notwithstanding anything to the expense contrary in the foregoing, if (y) defendants in any action include any of Owner; Purchaser’s Indemnified Persons and Seller, and if any of Purchaser’s Indemnified Persons shall have been advised by counsel that there may be material legal defenses available to such Purchaser’s Indemnified Person, or (z) if a conflict of interest exists between any Purchaser’s Indemnified Person and Seller with respect to such claim or the defense thereof, then in either case, such Purchaser’s Indemnified Persons shall have the right to employ their own counsel in such action, and in such case (or in the event that Seller does not timely assume the defense of such matter as provided that above), the Owner shall not be obligated to pay the reasonable fees and expenses of more than one separate Purchaser’s Indemnified Person’s counsel for all Indemnified Parties, taken togethershall be borne by Seller and shall be paid by Seller from time to time within twenty (20) days of receipt of appropriate invoices therefor.

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”a) of written If Sphere receives notice of the assertion or commencement of any Third-Party Claim, including any claim by a third party with respect to Spartan Crest Capital, against RAKR, RAKR will give Sphere reasonably prompt written notice thereof, but in any matter event not later than ten (10) days after receipt of such written notice of such Third-Party Claim. Such notice by RAKR will describe the Third-Party Claim in respect reasonable detail, will include copies of which indemnification all available material, written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sought hereunder sustained by Sphere. Sphere will have the right to participate in, or, by giving written notice to RAKR, to assume, the defense of any Third-Party Claim at Sphere's own expense and by Sphere's own counsel, and Sphere will cooperate in good faith in such defense. (b) If, within ten (10) days after giving notice of a “Third Third-Party Claim”Claim to Sphere pursuant to Section 7.5(a), the Indemnified Party shall give RAKR receives written notice (from Sphere that Sphere has elected to assume the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed defense of such Third-Party Claim as provided in the last sentence of Section 7.5(a), Sphere will not be liable for any legal expenses subsequently incurred by RAKR in connection with respect theretothe defense thereof; provided, however, that the failure of the Indemnified Party if Sphere fails to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except take reasonable steps necessary to the extent that Owner is materially prejudiced by defend diligently such failure. Owner shall be entitled to assume the defense of any Third Third-Party Claim by written notice to the Indemnified Party of such intention given within thirty ten (3010) days after receiving written notice from RAKR that RAKR reasonably believes Sphere has failed to take such steps or if Sphere has not undertaken fully to indemnify RAKR in respect of all Damages relating to the receipt by Owner of the Indemnification Notice; providedmatter, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall RAKR may assume its own defense and Sphere will be liable for the fees all reasonable costs and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above)paid or incurred in connection therewith. If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without Without the prior written consent of the Indemnified PartySphere, which consent shall not be unreasonably withheldwithheld or delayed, delayed Sphere will not enter into any settlement of any Third-Party Claim which would lead to liability or conditioned; providedcreate any financial or other obligation on the part of RAKR for which RAKR is not entitled to indemnification hereunder, howeveror which provides for injunctive or other non-monetary relief applicable to RAKR, or does not include an unconditional release of RAKR. If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of RAKR for which RAKR is not entitled to indemnification hereunder and Sphere desires to accept and agree to such offer, Sphere will give written notice to RAKR to that the Indemnified Party shall have no obligation effect. If RAKR fails to consent to any settlement that such firm offer within five (a5) does not includedays after its receipt of such notice, as an unconditional term thereofRAKR may continue to contest or defend such Third-Party Claim and, in such event, the giving by the claimant or the plaintiff maximum liability of a release of the Indemnified Party from all liability with respect Sphere to RAKR as to such Third Third-Party Claim or will not exceed the amount of such settlement offer. RAKR will provide Sphere with reasonable access during normal business hours to books, records and employees (bif still in their employ) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the RAKR necessary in connection with Sphere's defense of any Third Third-Party Claim which is the subject of a claim for indemnification by RAKR hereunder. (c) Any claim by RAKR against Sphere on account of Damages which results from a Direct Claim will be asserted by giving Sphere reasonably prompt written notice thereof, but in any event not later than ten (10) days after RAKR becomes aware of such Direct Claim. Such notice by RAKR will describe the Direct Claim in reasonable detail, will include copies of all available material, written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by RAKR. Sphere will have a period of thirty (30) days after receipt thereof within which to respond in writing to such Direct Claim. If Sphere does not respond in writing within the thirty (30) day period, Sphere will be deemed to have rejected such Direct Claim and RAKR will be free to pursue remedies available to Sphere on the terms and subject to the provisions of this Agreement. A failure to give timely notice or to include any specified information in any notice as provided in this Section 20.37.5(a), 7.5(b) or 7.5(c) will not affect the Indemnified Party shall be permitted rights or obligations of any party hereunder, except and only to participate in the defense extent that, as a result of such Third Party Claim and failure, any party which was entitled to employ counsel at receive such notice was deprived of its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense recover any payment under its applicable insurance coverage or was otherwise materially prejudiced as a result of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherfailure.

Procedures. Promptly after the receipt by any Person seeking Indemnified Party of a ---------- complaint, claim or other written notice of any loss, claim, damage, liability or action giving rise to a claim for indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)Paragraph 9, the Indemnified Party party claiming indemnification under this Paragraph 9 shall give written notice (notify the “Indemnification Notice”) indemnifying party of such complaint, notice, claim or action, and the indemnifying party shall have the right to Owner investigate and shall thereafter keep Owner reasonably informed with respect theretodefend any such loss, claim, damage, liability or action; provided, however, that the failure of the -------- Indemnified Party to give promptly notify the Indemnifying Party notice as provided herein indemnifying party shall not relieve Owner of the indemnifying party from any of its obligations hereunderliability which it may have to the Indemnified Party otherwise than under Paragraph 9, except or under Paragraph 9 to the extent that Owner is the indemnifying party has not been materially prejudiced by as a proximate result of such failure. Owner The Indemnified Party shall be entitled have the right to assume employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party. If the defendants in any Third Party Claim by written notice to the action shall include more that one Indemnified Party, and any such Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, shall reasonably conclude that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner Corporation has a conflict of interest which under the Rules of Professional Conduct of the California State Bar Association would prohibit the representation because of the availability of different or additional defenses to any such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel reasonably acceptable to the Corporation to participate in the defense of such Third Party Claim claim on its behalf, at the expense of Owner; provided the indemnifying party who would otherwise be liable for the losses under this Section 9, it being understood, however, that the Owner indemnifying party shall not not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be obligated to pay liable for the fees and expenses of more than one separate counsel firm of attorneys at any time for all such Indemnified Parties; provided, taken togetherhowever, that if the parties shall not agree -------- ------- that a conflict of interest between the Indemnified Parties shall exists, then the parties shall submit the issue to the State Bar of California to determine whether such conflict of interest exists, and the determination of the State Bar of California shall be binding on the parties. The Indemnified Parties shall cooperate fully in the defense of any claim hereunder and each Indemnified Party shall make available to the Corporation pertinent information under such Indemnified Party's control relating thereto. In no event shall the indemnifying party be obligated to indemnify any party for any settlement of any claim or action effected without the indemnifying party's consent.

Procedures. Promptly after the receipt by any Person seeking The indemnifying Party’s indemnification obligations under this Article XX Section 9 for any claim covered under Sections 9.1 or 9.2 (the “Indemnified PartyClaim”) of are conditioned upon the indemnified Party: (i) giving prompt written notice of the assertion of any claim by a third party with respect Claim to any matter in respect of which indemnification may be sought hereunder (a “Third the indemnifying Party Claim”), once the Indemnified indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure becomes aware of the Indemnified Party Claim (provided that failure to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by provide prompt written notice to the Indemnified indemnifying Party of such intention given within thirty (30) days after will not alleviate an indemnifying Party’s obligations under this Section 9 to the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for extent any period during which Owner has associated delay does not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume materially prejudice or impair the defense of the Third related Claims); (ii) granting the indemnifying Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation option to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner take sole control of the defense of any Third (including granting the indemnifying Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate and use counsel of its own choosing) and settlement of the Claim (except that the indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to participate require an affirmative obligation of the indemnified Party); and (iii) providing reasonable cooperation to the indemnifying Party and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of such Third Party Claim on its behalfthe Claim. LIMITATION OF LIABILITY. 10.1. SUBJECT TO ANY SPECIFIC LIMITATIONS ON LIABILITY STATED IN THIS SECTION 10, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherIN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WIRESPEED (OR THE APPLICABLE PARTNER) IN THE 6-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME OF THE FIRST EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES OR GIVING RISE TO A CLAIM. 10.2. WIRESPEED’S TOTAL AGGREGATE LIABILITY FOR WIRESPEED’S BREACH OF SECTION 6 (PRIVACY AND SECURITY) OR OF ANY OTHER OBLIGATION RELATING TO CUSTOMER DATA SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WIRESPEED (OR THE APPLICABLE PARTNER) IN THE 6-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME OF THE FIRST EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES OR GIVING RISE TO A CLAIM.

Procedures. Promptly after the receipt by any an Indemnified Person seeking indemnification or Indemnified Party under this Article XX Clause 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying party under this Clause 6, deliver to the “Indemnified Party”) of indemnifying party a written notice of the assertion commencement thereof, and the indemnifying party shall have the right to assume control of any claim by a third the defense thereof with counsel mutually satisfactory to the indemnifying party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), and the Indemnified Party shall give written notice (Person or the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoIndemnified Party, as the case may be; provided, however, that such indemnifying party shall not be entitled to assume such defense and an Indemnified Person or Indemnified Party shall have the failure right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to give actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding or the Indemnifying actual or potential defendants in, or targets of, any such action include both the Indemnified Person or the Indemnified Party and the indemnifying party and any such Indemnified Person or Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Person or Indemnified Party which are in conflict with those available to such indemnifying party. The indemnifying party shall pay for only one separate legal counsel for all Indemnified Persons or the Indemnified Parties, as applicable, and such legal counsel shall be selected by Holders holding a majority-in-interest of the Registrable Securities included in the Registration Statement to which the Claim relates, if the Holders are entitled to indemnification hereunder, or by the Company, if the Company is entitled to indemnification hereunder, as applicable. The failure to deliver written notice as provided herein to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve Owner such indemnifying party of any of its obligations hereunderliability to the Indemnified Person or Indemnified Party under this Clause 6, except to the extent that Owner the indemnifying party is materially actually prejudiced in its ability to defend such action. The indemnification required by such failure. Owner this Clause 6 shall be entitled to assume the defense of any Third Party Claim made by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner periodic payments of the Indemnification Notice; provided, however, that counsel selected by amount thereof during the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense course of the Third Party Claim, then the Owner shall not compromise investigation or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not includedefense, as an unconditional term thereofsuch expense, the giving by the claimant loss, damage or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner incurred and is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim due and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherpayable.

Procedures. (a) Promptly after the receipt discovery of any Loss or Losses by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of , but excluding any claim by a third party with respect described in Section 9.4(c) hereof, which might give rise to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)hereunder, the Indemnified Party shall give deliver to the Stockholder Representative a certificate (the "CLAIM CERTIFICATE"), which Claim Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Losses, or anticipates that it will incur liability for Losses, for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail, to the extent available, each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (b) In case the Stockholder Representative shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Stockholder Representative shall, within thirty (30) days after receipt by the Stockholder Representative of such Claim Certificate, deliver to the Indemnified Party a written notice (to such effect and the “Indemnification Notice”) Stockholder Representative and the Indemnified Party shall, within the thirty-day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to Owner and shall thereafter keep Owner reasonably informed agree upon the rights of the respective parties with respect theretoto each of such claims to which the Stockholder Representative shall have so objected. If the Indemnified Party and the Stockholder Representative shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party and the Stockholder Representative shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Stockholder Representative be unable to agree as to any particular item or items or amount or amounts, then the Indemnified Party shall be entitled to pursue its available remedies for resolving its claim for indemnification. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party (a "THIRD PARTY CLAIM") that, in the good faith judgment of such Indemnified Party, may result in the incurrence by such Indemnified Party of Losses for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall deliver to the Stockholder Representative a written notice describing in reasonable detail such Third Party Claim; providedPROVIDED, howeverHOWEVER, that no delay on the failure part of the Indemnified Party to give in notifying the Indemnifying Party notice as provided herein Stockholder Representative shall not relieve Owner the Stockholders of any of its liability or obligations hereunder, except to the extent that Owner is materially the Stockholders have been prejudiced by thereby, and then only to such failureextent. Owner The Indemnified Party shall be entitled have the right in its sole discretion to assume conduct the defense of any such Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification NoticeClaim; providedPROVIDED, howeverHOWEVER, that counsel selected by the Indemnifying Party Stockholders shall be reasonably satisfactory to Owner. Owner shall not be liable for the fees and expenses of counsel employed by the to indemnify any Indemnified Party for any period during which Owner has not assumed the defense settlement of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim effected without the prior written consent of the Indemnified PartyStockholder Representative, which consent shall not be unreasonably unreasonable withheld. If any such action or claim is settled with the prior written consent of the Stockholder Representative, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or if there be a final judgment for the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting in any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3action, the Indemnified Party shall be permitted entitled to participate indemnification for the amount of any Loss relating thereto. (d) Claims for Losses specified in any Claim Certificate to which the defense Stockholder Representative did not object in writing within thirty (30) days of receipt of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defenseCertificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 9.4(b); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as "AGREED CLAIMS." The Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because be entitled to payment for any Agreed Claims within ten (10) Business Days of the availability determination of different or additional defenses to the amount of any such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherAgreed Claims.

Procedures. Promptly after (a) Prior to the receipt by sale of any Person seeking indemnification under this Article XX (Subject Shares to a Third Party, the “Indemnified Party”) of YYY Party shall deliver to the Company a written notice of the assertion proposed or intended sale of any claim by Subject Shares (the "YYY PARTY TAG-ALONG NOTICE"), which YYY Party Tag-Along Notice shall (a) identify the Subject Shares proposed or intended to be sold, and (b) disclose the number, price and other terms upon which they are to be sold. Within three (3) Business Days of the receipt of the YYY Party Tag-Along Notice, the Company shall set a third party record date for the determination of Initial Shareholders entitled to exercise tag-along rights with respect to any matter the Subject Shares identified in respect of the YYY Party Tag-Along Notice (which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein record date shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) more than 15 calendar days after the receipt by Owner of the Indemnification Notice; providedYYY Party Tag-Along Notice ) and, howeverwithin two Business Days of such record date, the Company (directly or through its agent) shall take all steps necessary and/or advisable (including preparing necessary and/or advisable documentation and making all necessary and/or advisable filings with the U.S. Securities and Exchange Commission and any other governmental authority) to deliver to each Initial Shareholder that counsel selected is the record holder of <Page> Common Stock and each broker, dealer, trust company, commercial bank and other nominee that is the record holder of Common Stock, in each case, as of the record date set by the Indemnifying Company, a written notice of the proposed or intended sale of Subject Shares (the "COMPANY TAG-ALONG NOTICE"). The Company Tag-Along Notice shall be satisfactory in all respects to YYY and shall (a) identify the Subject Shares proposed or intended to be sold, (b) disclose the number, price and other terms upon which they are to be sold, (c) inform each Initial Shareholder of his right to sell such Initial Shareholder's pro rata portion (determined in accordance with the last sentence of this Section 3.2) of shares of Common Stock along with the YYY Party to the Third Party, (d) include all other information, disclosures, statements and documents as may be required by Law (which information, disclosures, statements and documents shall be reasonably satisfactory to Owner. Owner YYY), and (e) include a deadline for Initial Shareholders or their respective nominees, as the case may be, to deliver a Shareholder Tag-Along Acceptance Notice, along with the shares of Common Stock to be sold, to YYY (or its agent) in accordance with the terms of the Shareholder Tag-Along Acceptance Notice, which deadline shall in no event be later than thirty (30) calendar days or earlier than ten (10) Business Days after the date of the Company Tag-Along Notice; PROVIDED that such deadline may be later than thirty (30) calendar days after the date of the Company Tag-Along Notice if (i) YYY consents thereto in writing, or (ii) outside legal counsel to the Company (which counsel shall be liable reasonably satisfactory to YYY) provides a written opinion addressed to the Company to the effect that a later deadline is required for the fees and expenses Company to comply with a Law applicable to the Company. The Company shall enclose a sufficient number of counsel employed Shareholder Tag-Along Acceptance Notices with each Company Tag-Along Notice. For purposes of this Section 3.2, an Initial Shareholder's pro rata portion shall be determined by multiplying (x) the Indemnified Party for any period during which Owner has not assumed the defense number of any Subject Shares proposed to be sold to a Third Party Claim by (other than during any period during y) a fraction, the numerator of which is the Indemnified aggregate number of issued and outstanding shares of Initial Common Stock then beneficially owned by such Initial Shareholder, and the denominator of which is the aggregate number of shares of Initial Common Stock then issued and outstanding. (b) To sell his pro rata portion of shares of Common Stock along with the YYY Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimeach Initial Shareholder or his broker, then the Owner shall not compromise dealer, trust company, commercial bank or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that other nominee must (a) does not includedeliver a Shareholder Tag-Along Acceptance Notice, as an unconditional term thereofalong with the shares of Common Stock to be sold, to YYY (or its agent) in accordance with the giving by instructions set forth on the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or Shareholder Tag-Along Acceptance Notice; and (b) involves comply with any other applicable terms of the imposition of equitable remedies or proposed sale (including executing definitive documentation and any related documents), in each case, prior to the imposition of any material obligations on deadline set forth in the Company Tag-Along Notice (an Initial Shareholder satisfying such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunderrequirements shall be referred to herein as a "PARTICIPATING SHAREHOLDER"). As long as Upon compliance with the Owner is contesting any such Third Party Claim on a timely basisforegoing procedures, the Indemnified YYY Party may sell the Subject Shares (less the number of Tag-Along Shares (as defined below)) for a period of up to 180 days after the deadline set forth in the Company Tag-Along Notice, upon terms and conditions (including the per share price) which are not more favorable to the YYY Party, in the aggregate, than those set forth in the YYY Tag-Along Notice; PROVIDED that such sale provides for the purchase of each Participating Shareholders pro rata portion of Common Stock (the "TAG-ALONG SHARES") on terms and conditions no less favorable than those set forth in the YYY Tag-Along Notice. Any Subject Shares not sold by the YYY Party prior to the date that is 180 days after the deadline set forth in the Company Party Tag-Along Notice may not be sold without compliance with this Section 3.2. <Page> (c) Promptly (but in no event later than three (3) Business Days) after the consummation of the sale of Subject Shares by a YYY Party to a Third Party, the YYY Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding (i) notify the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense Company of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partysale, and (ii) cause to be remitted to the Company the total sales proceeds attributable to the sale of Tag-Along Shares. Thereafter the Company (directly or through its agent) shall promptly distribRRR such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of sales proceeds to the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherapplicable Initial Shareholders.

Procedures. Promptly after the receipt by any Person seeking The party or parties making a claim for indemnification under this Article XX (Agreement is, for purposes of this Agreement, referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Article 8 is, for the purposes of this Agreement, referred to as the “Indemnifying Party”. All claims by an Indemnified Party under this Agreement shall be asserted and resolved as follows: (a) of written notice of In the assertion of event that (i) any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party with respect to any matter in respect of which indemnification may be sought hereunder (such claim, a “Third Party Claim”) or (ii) any Indemnified Party hereunder should have a claim against any Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected from it by a third party (such Claim, a “Direct Claim”), the Indemnified Party shall give promptly notify in writing the Indemnifying Party of such claim, specifying the nature of and the specific basis for such claim and the amount of all related Losses that the Indemnified Party has incurred or reasonably believes in good faith it will incur (a “Claim Notice”); provided, however, the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from Liability under this Article 8 unless and to the extent it has been actually prejudiced by such failure; and provided, further, that for the avoidance of doubt, in the event that following the delivery of a Claim Notice, the Indemnified Party has incurred or reasonably believes in good faith it will incur an additional indemnifiable Loss with respect to the same matter, such Indemnified Party may submit an additional Claim Notice covering such additional Losses. (b) In the event of a Third Party Claim, the Indemnifying Party may assume the defense of such Third Party Claim by providing written notice (to the “Indemnification Notice”) Indemnified Party and retaining counsel reasonably satisfactory to Owner the Indemnified Party to represent the Indemnified Party and shall thereafter keep Owner reasonably informed pay the fees and disbursements of such counsel with respect regard thereto; provided, however, that the failure Indemnified Party shall have the right to participate fully in the defense thereof (subject to the ultimate control of the Indemnified Party Indemnifying Party) and to give employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, (except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any period during which Owner the Indemnifying Party has not assumed failed to assume the defense of any Third Party Claim (other than during any within a reasonable period during which the Indemnified Party has failed to give of time after receipt of a written notice of such Third Party Claim as Claim); provided above). If Owner shall that in such case, subject to the right of the Indemnifying Party to assume and control the defense of such Third Party Claim in accordance with this sentence, each of the Indemnified Party and its counsel, on the one hand, and the Indemnifying Party and its counsel, on the other hand, shall cooperate fully with the other in connection with such Third Party Claim and the defense thereof (including, if applicable, in each case fulfilling its obligations under Section 5.25) and keep the other fully informed of all material matters relating to such Third Party Claim and the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ one firm or separate counsel reasonably acceptable to the Indemnifying Party, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if (w) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest (based upon written advice of counsel to the Indemnified Party), (x) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded (based upon written advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, (y) the Indemnifying Party elects not to retain counsel or assume control of such defense, or (z) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party. Under no circumstances will the Indemnifying Party have any liability in connection with any settlement, compromise or discharge that is entered into without its prior written consent (which consent shall not be unreasonably withheld or delayed). (c) Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, then the Owner Indemnifying Party shall not admit any Liability with respect thereto or settle, compromise or settle such discharge, any pending or threatened Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent (i) may be provided or withheld in the sole discretion of the Indemnified Party if such Third Party Claim is a claim addressed by Section 8.4(f) and the proposed admission, settlement, compromise or discharge involves Losses in excess of the Cap Amount and (ii) shall not be unreasonably withheld, withheld or delayed or conditionedin the case of other Third Party Claims); provided, however, that if the Indemnified Party does not give its consent to a settlement approved by the Indemnifying Party which settlement provides for no relief other than the payment of money damages, then in no event shall the Indemnifying Party be liable for indemnification of Losses in excess of such amount as would be payable pursuant to such settlement. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party shall recommend and which releases the Indemnified Party completely and unconditionally from all Liability in connection with such Third Party Claim. If the liability of the Indemnifying Party with respect to a Third Party Claim is subject to the Basket Amount and the Basket Amount has not yet been fully satisfied, the Indemnified Party shall reimburse the Indemnifying Party, upon demand of the Indemnifying Party, for any amount actually incurred by the Indemnifying Party in defending such Third Party Claim up to the amount of the remaining Basket Amount. (d) From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its counsel, experts and Representatives full access, during normal business hours, to the books, records, personnel and properties of the Indemnified Party to the extent reasonably related to the Claim Notice at no cost to the Indemnifying Party (other than for reasonable out-of-pocket expenses of the Indemnified Parties). (e) Notwithstanding anything to the contrary in the foregoing, if (i) the Indemnifying Party fails to assume the defense of a Third Party Claim or to retain counsel to represent the Indemnified Party within 30 days of receipt of a Claim Notice or (ii) the Indemnifying Party does assume the defense of a Third Party Claim but in bad faith fails to defend against the Third Party Claim, the Indemnified Party shall have no obligation the right, but not the obligation, to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in assume the defense of such Third Party Claim and take such other action as it may elect to employ counsel at its own expense (it being understood that Owner controls defend such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner as it may reasonably determine. (f) Notwithstanding anything to the contrary in the foregoing and any Indemnified Party, without prejudice to the rights and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because obligations of the availability Parties under Sections 8.2 and 8.3, in the event of different or additional defenses a Third Party Claim that constitutes both (i) a Retained Liability for which Parent and Purchasers could reasonably be expected to be obligated to indemnify the Seller Indemnified Parties under Section 8.3(a)(iv) and (ii) a Loss for which Holdings and the Sellers could reasonably be expected to be obligated to indemnify the Purchaser Indemnified Parties under Section 8.2(a)(i) (taking into account, in each case, the limitations on such obligations set forth in Sections 8.2 and 8.3, respectively), Holdings and the Sellers shall be considered the sole Indemnifying Party with respect to such Indemnified Party, such Indemnified Third Party shall then have Claim solely for purposes of determining the right to select separate counsel to participate in assume the defense of such Third Party Claim on its behalf, at and the expense other procedural aspects of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherSection 8.4.

Procedures. Promptly after the receipt by any Person seeking indemnification an indemnified party under this Article XX (the “Indemnified Party”) Agreement of written notice of the assertion of any claim by or the commencement of any action, the indemnified party shall, if a third party with respect to any matter claim in respect thereof is to be made against the indemnifying party under this Agreement, notify the indemnifying party in writing of the claim or the commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which indemnification it may have to the indemnified party unless the indemnifying party is materially prejudiced in its ability to defend such action. If any such claim shall be sought hereunder (a “Third Party Claim”)brought against an indemnified party, and it shall notify the indemnifying party thereof, the Indemnified Party indemnifying party shall give written notice (be entitled at its expense to participate therein, and to assume the “Indemnification Notice”) defense thereof with counsel reasonably satisfactory to Owner the indemnified party, and shall thereafter keep Owner reasonably informed with respect theretoto settle and compromise any such claim or action; provided, however, that if the failure indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence or if such settlement or compromise does not include an unconditional release of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner indemnified party for any liability arising out of any of its obligations hereundersuch claim or action, except to the extent that Owner is materially prejudiced by such failure. Owner settlement or compromise shall be entitled to assume effected only with the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, delayed the indemnifying party shall not be liable to the indemnified party under this Agreement for any legal or conditioned; other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation, provided, however, that the Indemnified Party indemnified party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select employ counsel to represent it if, in the opinion of counsel to the indemnified party, it is advisable for the indemnified party to be represented by separate counsel due to participate actual or potential conflicts of interest, and in that event the defense fees and expenses of such Third Party Claim on its behalfseparate counsel shall be paid by the indemnifying party; provided, at that in no event shall the expense of Owner; provided that indemnifying party be responsible for the Owner shall not be obligated to pay the expenses fees of more than one separate counsel for all Indemnified Partiescounsel. The parties shall each render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or proceeding. Each party agrees to promptly pay any amounts required to be paid to an indemnified party hereunder, taken togetherupon the receipt of notice of such claim pursuant to the provisions of this Agreement.

Procedures. Promptly (a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the receipt benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person seeking indemnification other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under this Article XX applicable law (the “Indemnified Party”including, in any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106 (d) of written notice the UCC). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of the assertion of any claim a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a third party certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any matter Note, physical delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; and (vi) with respect to cash, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which indemnification the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed made therefrom by any Person except with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified PartyPledgee) and (ii) deposit of such cash in such cash account. (b) In addition to the actions required to be taken pursuant to proceeding Section 3.2(a) hereof, which consent each Pledgor shall not be unreasonably withheld, delayed or conditioned; provided, however, that take the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability following additional actions with respect to the Securities and Collateral (as defined below): (i) with respect to all Collateral of such Third Party Claim Pledgor of which the Pledgee may obtain "control" within the meaning of Section 8-106 of the UCC (or (b) involves under any provision of the imposition of equitable remedies UCC as same may be amended or supplemented from time to time, or under the imposition laws of any material obligations on such Indemnified Party relevant State other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basisState of New York), the Indemnified Party respective Pledgor shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption take all actions as may be requested from time to time by the Owner Pledgee so that "control" of such Collateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, in form satisfactory to the Pledgee and covering all Collateral hereunder, to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other Collateral which is perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the defense of any Third Party Claim as provided in this relevant States, including, without limitation, Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because 9-115(4)(b) of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherUCC).

Procedures. Promptly after (a) Notwithstanding anything to the receipt by any Person seeking contrary herein, no Indemnified Party shall be entitled to indemnification under this Article XX XII unless it has duly delivered a written notice to the Holder Representative and the Escrow Agent (in the “case of a Partnership Claim asserted by a Parent Indemnified Party”) ), the applicable Holder, the Holder Representative and the Escrow Agent (in the case of written notice of the assertion of any claim an Individual Claim asserted by a third party with respect to any matter Parent Indemnified Party) or the Parent (in respect the case of which indemnification may be sought hereunder a Claim asserted by a Holder Indemnified Party), as applicable, (a “Third Party Notice of Claim”), the setting forth: (i) a statement that such Indemnified Party shall give written notice believes an indemnification obligation has been triggered or that in good faith that there is or has been a breach of a representation, warranty, covenant or obligation contained in this Agreement, with reference to the specific source of the obligation, representation, warranty, covenant or obligation, and that such Indemnified Party is entitled to be held harmless and indemnified under this Article XII, (ii) a brief description of the circumstances supporting such Indemnified Party’s belief that there is or has been such a breach or payment obligation trigger, (iii) to the extent practicable, a good faith estimate of the aggregate dollar amount of actual and potential Losses for which it is entitled to be indemnified hereunder and that have arisen and may arise as a result of the breach, which may not exceed the Ceiling (the “Indemnification NoticeClaimed Amount”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided(iv) in the event of a Third-Party Claim, however, that the failure a copy of such Third-Party Claim (if available) and a description of the basis for such Third-Party Claim. (b) If during the 30-Business Day period commencing upon the receipt of a Notice of Claim, the Holder Representative (in the case of a Partnership Claim asserted by a Parent Indemnified Party to give Party), the Indemnifying Party notice Holder (in the case of an Individual Claim asserted by a Parent Indemnified Party) or the Parent (in the case of a Claim asserted against a Holder Indemnified Party), as provided herein shall not relieve Owner of any of its obligations hereunderapplicable, except to the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice delivers to the Indemnified Party a written response (the “Response Notice”) in which the Holder Representative, Holder or Parent, as applicable, objects to the payment of such intention given within thirty (30) days after the receipt by Owner some or all of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory Claimed Amount to Owner. Owner shall be liable for the fees and expenses of counsel employed by the such Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party ClaimParty, then the Owner shall not compromise Holder Representative, Holder or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not includeParent, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partyapplicable, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because attempt in good faith to resolve the dispute. (c) If the Holder Representative, Holder or Parent, as applicable, and Indemnified Party are unable to resolve the dispute during the 30-day period commencing upon the receipt of the availability of different or additional defenses to such Response Notice by the Indemnified Party, then such dispute (and any other disputes relating to the Claimed Amount or the related Indemnification Claim) shall submitted to, and settled by, arbitration in accordance with the procedures in Section 14.9. (d) Any Losses payable to a Parent Indemnified Party pursuant to Article XII shall then have be satisfied: (i) from the right Indemnification Escrow Fund; and (ii) to select separate counsel the extent the amount of Losses exceeds the amounts available to participate the Parent Indemnified Parties in the defense Indemnification Escrow Fund, (A) with respect to a Partnership Claim, from the Partnership Holders, severally and not jointly, on a pro rata basis determined in accordance with the pro rata percentage of the Merger Consideration set forth opposite each Partnership Holder’s name on Updated Exhibit C or (B) with respect to an Individual Claim, by such Third Party Claim on its behalfHolder. (e) The Parent shall pay Indemnification Claims of Holders, at and Partnership Holders shall pay Indemnification Claims of NRP and the expense of Owner; provided that Parent (to the Owner shall extent not be obligated to pay satisfied from the expenses of more than one separate counsel for all Indemnified Parties, taken togetherIndemnification Escrow Fund) in cash.

Procedures. Promptly (a) As promptly as practicable after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written Hach Party shall receive notice of or otherwise become aware of the commencement of any action, suit or proceeding, the assertion of any claim by a third party with respect to claim, the occurrence of any matter event, the existence of any fact or circumstance or the incurrence of any Damages, in respect of which indemnification such Hach Party may be sought hereunder entitled to seek indemnity, reimbursement or payment under SECTION 11.1 hereof (a “Third Party Claim”"CLAIM"), Hach shall notify the Indemnified Representative in writing thereof (a "CLAIM NOTICE") and concurrently therewith deliver a copy of such Claim Notice to the Escrow Agent; PROVIDED, HOWEVER, that the failure of Hach to so promptly notify the Representative and Escrow Agent shall not prevent any Hach Party from being indemnified or reimbursed for any Damages arising out of any such Claim except to the extent that the failure to so promptly notify actually materially damages the Surrendering Stockholders. Each Claim Notice shall give written notice (describe in reasonable detail the “Indemnification Notice”) to Owner basis of the Claim and shall thereafter keep Owner reasonably informed with respect theretoindicate the estimated amount of the Damages that have been or which may be suffered by Hach or any other Hach Party, which estimate may be revised from time to time ("PENDING CLAIM AMOUNT"); provided, however, that the failure any revised estimate of the Indemnified Damages for a Claim which is not a Third Party Claim (as defined below), shall constitute a new Claim. The Representative shall have a period of 20 days from the receipt of any Claim Notice to give dispute in whole or in part any Claim made in the Indemnifying aforesaid Claim Notice in accordance with SECTION 11.2(d) hereof by delivering to Hach and the Escrow Agent within such 20 day period a written notice (the "DISPUTE NOTICE") describing in reasonable detail the basis for the objection. (i) If any Claim involves the claim of a third party (a "THIRD PARTY CLAIM"), and the Representative confirms in writing to Hach within 20 days after receipt of the Claim Notice the Surrendering Stockholders' responsibility to indemnify, reimburse and hold harmless the applicable Hach Party notice therefor (which shall be deemed to constitute a determination by the Representative not to dispute the Third Party Claim vis a vis Hach or the Hach Parties pursuant to this Agreement, the Escrow Agreement or otherwise; provided that such confirmation shall not be deemed to constitute a determination not to dispute such claim vis a vis the third party making such Claim) and within such 20 day period demonstrates to Hach's reasonable satisfaction that there is a sufficient amount of funds then remaining in the Escrow Fund after deducting an amount equal to all Pending Claims Amount for which a Determination has not yet been made, together with the interest thereon as provided herein shall not relieve Owner in the Escrow Agreement, in order to pay the full amount of any potential liability in connection with such Third Party Claim, the Representative shall have sole control over (with counsel reasonably acceptable to Hach), and with respect to, the defense, settlement, adjustment or compromise of such Third Party Claim, PROVIDED that (A) Hach may, if it so desires, employ counsel at its obligations hereunderown expense to assist in the handling of such Third Party Claim, except (B) the Representative shall keep Hach advised of all material events with respect to such Third Party Claim, (C) the Representative shall obtain the prior written approval of Hach (which consent may be withheld for any reason), before entering into any settlement, adjustment or compromise of such Third Party Claim or ceasing to defend against such Third Party Claim either of which could result in injunctive or other equitable relief being imposed against any Hach Party or which could result in Damages to Hach or any other Hach Party which would exceed the amount then remaining in the Escrow Fund after deducting an amount equal to all Pending Claims Amount for which a Determination has not yet been made, together with the Escrow Earnings (as defined in the Escrow Agreement) thereon as provided in the Escrow Agreement; and provided further that the costs, expenses, including but not limited to attorneys fees ("INDEMNIFICATION EXPENSES"), of all such defenses undertaken by the Representative pursuant to this SECTION 11.2(b)(i) shall be payable from the Escrow Fund, to the extent thereof, up to a maximum aggregate amount of Two Hundred Fifty Thousand ($250,000) Dollars and thereafter all such costs and expenses shall be paid by the Representative. In the event the Representative becomes responsible for Indemnification Expenses in excess of the $250,000 limit, the Representative shall have a claim against the Escrow Fund which shall be subordinate to the claims of the Hach Parties to be paid by a pro-rata charge against the distributable share of the Surrendering Stockholders, if any, on final termination of the Escrow Agreement. If Hach does not object to any action that Owner it is materially prejudiced by such failureentitled to approve pursuant to the preceding clause (C) within ten (10) business days after receipt from the Representative of a notice (the "PROPOSED ACTION NOTICE") describing in reasonable detail the proposed action (which objection shall be made in writing), Hach shall be deemed to have approved the action described in the Proposed Action Notice. Owner Notwithstanding anything contained herein to the contrary, the Representative shall not be entitled to control (but shall be entitled to assume assist, at its own expense, in the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedof), however, that counsel selected by the Indemnifying Party and Hach shall be reasonably satisfactory entitled to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed have sole control over, the defense or settlement of any Third Party Claim (x) which seeks an order, injunction or other than during equitable relief against any period during which Hach Party which, if successful, could materially interfere with the Indemnified Party has failed business, assets, liabilities, obligations, prospects, financial condition or results of operations of Hach, ETS or any of their Affiliates or (y) relating to give notice taxes of such Third Party Claim as provided above). Hach, ETS or any of their Affiliates. (ii) If Owner shall the Representative does not timely assume sole control over the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3SECTION 11.2(b) or is not entitled to assume such control of any Third Party Claim pursuant to this SECTION 11.2(b), Hach shall have the right to defend, settle and compromise such Third Party Claim in such manner as it may deem appropriate at the cost and expense of the Surrendering Stockholders (but solely from the Escrow Fund), and to cause the Escrow Agent to pay, in accordance with ARTICLE 11 hereof and the Escrow Agreement, out of the Escrow Fund to the applicable Hach Party and/or any third party designated in writing by Hach to the Escrow Agent, the Indemnified cost of the defense and/or settlement of such Third Party Claim; provided, however, that (A) Hach shall keep the Representative advised of all material events with respect to such Third Party Claim, (B) and the Representative shall be permitted entitled to participate assist, at its own expense, in the defense of such Third Party Claim and (C) Hach shall act in good faith with respect to employ counsel at its own expense (it being understood that Owner controls such defense); providedany settlement, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partyadjustment or compromise of, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because the conduct or cessation of the availability of different or additional defenses to such Indemnified Partydefense of, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherClaim.

Procedures. Promptly after the receipt by any (a) Any Person seeking desiring indemnification under this Article XX 9 and entitled thereto (the an “Indemnified Party”) of shall, within the relevant limitation period provided for in Section 9.1, promptly upon becoming aware thereof, give written notice thereof to the Party obligated to indemnify such Indemnified Party (such notified Party, the “Responsible Party”). Such notice by such Indemnified Party shall state the amount of the assertion claim, if known, and the method of any computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) If a claim, action, suit or proceeding by a third party with respect to any matter in respect of which indemnification may be sought hereunder Person other than a Party hereto or its respective Affiliates (a “Third Party Claim”)) is made against any Indemnified Party, the and if such Indemnified Party intends to seek indemnification with respect thereto under this Article 9, such Indemnified Party shall give written notice (promptly notify, in writing, the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoResponsible Party of such claims; provided, however, provided that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein so notify shall not relieve Owner of any the Responsible Party of its obligations hereunder, except to the extent that Owner the Responsible Party is materially actually prejudiced thereby. (c) The Responsible Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, at the expense of the Responsible Party, of the settlement or defense thereof, and the Company and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such failureIndemnified Party and the reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. Owner Notwithstanding the foregoing, the Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article 9, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, if: (i) the Responsible Party does not undertake the defense of any such Third Party Claim by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification NoticeIndemnified Party’s notice of a claim for indemnification hereunder; provided(ii) the claim for indemnification relates to or arises in connection with any criminal proceeding, howeveraction, that counsel selected by indictment, allegations or investigation against the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by Indemnified Party; or (iii) the Indemnified Party for any period during which Owner has not assumed reasonably shall have concluded (upon written advice of its counsel) that, with respect to such claims, the Indemnified Party and the Responsible Party may have conflicting interests (collectively, the “Litigation Control Conditions”). If the Indemnified Party assumes the control of the defense of any Third Party Claim (other than during any period during which such claim because the claim meets one or more of the Litigation Control Conditions, the Indemnified Party has failed shall have the right to give notice assume control of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner claim but shall not compromise or settle such thereby waive any right to indemnification therefor pursuant to this Agreement. (d) Notwithstanding any other provision of this Agreement, the Responsible Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 9.3(d). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Responsible Party desires to accept and agree to such offer, the Responsible Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Responsible Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Responsible Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.3(c), it shall not agree to any settlement without the written consent of the Responsible Party (which consent shall not be unreasonably withheldwithheld or delayed). (e) Any Action by an Indemnified Party on account of Losses which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Responsible Party reasonably prompt written notice thereof, delayed or conditioned; providedbut in any event not later than ten (10) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, that relieve the Responsible Party of its indemnification obligations. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving been or may be sustained by the claimant Indemnified Party. The Responsible Party shall have fifteen (15) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Responsible Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the plaintiff of a release Direct Claim, and whether and to what extent any amount is payable in respect of the Indemnified Party from all liability with respect to such Third Party Direct Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, and the Indemnified Party shall assist the Responsible Party’s investigation by giving such information and assistance (including access to the Company's premises and Personnel and the right to examine and copy any accounts, documents or records) as the Responsible Party or any of its professional advisors may reasonably request. If the Responsible Party does not payso respond within such fifteen (15) day period, compromise the Responsible Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Responsible Party on the terms and subject to the provisions of this Agreement. The Indemnified Party and Responsible Party agree that they will each make available a senior official or representative with power to bind the respective parties in order to attempt, in good faith, to settle any claims brought under such Third Party Claim. Notwithstanding Direct Claim at least ten (10) days prior to the assumption by the Owner expiration of the fifteen (15) day period after receipt of notice of any Direct Claim. (f) Any Indemnified Party shall cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalfappeal arising therefrom and, at the expense of Owner; the Responsible Party, shall furnish such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party of, books, records and information which have been identified by the Responsible Party as being reasonably relevant to such Third Party Claim, causing the Company to make available to the Sellers or its representative Tax Returns and related work papers, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided that the Owner hereunder. The Parties shall not be obligated cooperate with each other in any notifications to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherinsurers.

Procedures. Promptly after (i) The Borrower shall notify the receipt Administrative Agent of any Borrowing by any Person seeking indemnification way of Bankers’ Acceptances in accordance with Section 2.02. (ii) To facilitate availment of the Borrowings by way of Bankers’ Acceptances, the Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Bankers’ Acceptances. In this respect, it is each Lender’s responsibility to maintain an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Article XX (Agreement. The Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Lender shall bind the “Indemnified Party”) Borrower as fully and effectually as if signed in the handwriting of written notice and duly issued by the proper signing officers of the assertion Borrower. Each Lender is hereby authorized (for the purpose of any claim acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement) to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Lender. On request by the Borrower, a third party Lender shall cancel all forms of Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of the Borrower and which are held by such Lender and have not yet been issued in accordance herewith. Each Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Lender. Each Lender shall maintain a record with respect to Bankers’ Acceptances held by it in blank hereunder, voided by it for any matter reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower at the Borrower’s expense upon request. (iii) Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Borrower or by its attorneys, including its attorneys appointed pursuant to Section 2.12 above. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance as a signatory for the Borrower may no longer be an authorized signatory for the Borrower at the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Bankers’ Acceptance so signed shall be binding on the Borrower. (iv) Promptly following receipt of a Loan Notice or Notice of Rollover/Conversion in respect of which indemnification may Bankers’ Acceptances the Administrative Agent shall advise each Lender of the aggregate face amount of Bankers’ Acceptances to be sought hereunder (a “Third Party Claim”)accepted by it, the Indemnified Party terms thereof, and the BA Discount Proceeds in respect thereof. The aggregate face amount of Bankers’ Acceptances to be accepted by a Lender in respect of any Borrowing by way of Bankers’ Acceptances shall give written notice (the “Indemnification Notice”) be equal to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure such Lender’s ratable share of the Indemnified Party aggregate face amount of all Bankers’ Acceptances to give be accepted pursuant to such Borrowing, except that if the Indemnifying Party notice as provided herein face amount of a Bankers’ Acceptance which would otherwise be accepted by a Lender would not be CN$100,000 or a larger multiple thereof, such face amount shall not relieve Owner be increased or reduced by the Administrative Agent in its discretion to the nearest multiple of any CN$100,000. (v) Each Bankers’ Acceptance to be accepted by a Lender shall be accepted at its Applicable Lending Office. (vi) On the date of its obligations hereundereach issuance of Bankers’ Acceptances in accordance with this Section 2.12, each Lender shall purchase from the Borrower each Bankers’ Acceptance accepted by it for a purchase price equal to the applicable BA Discount Proceeds determined on the basis of the Applicable BA Discount Rate, and (except to the extent that Owner is materially prejudiced such BA Discount Proceeds are being applied to repay maturing Bankers’ Acceptances in accordance with Section 2.12(b)(ix)) shall remit to the Administrative Agent in accordance with Section 2.02(b) the BA Discount Proceeds so determined less the Acceptance Fee payable by the Borrower to such failure. Owner shall be entitled Lender under Section 2.12(d) in respect of such Bankers’ Acceptances. (vii) Each Lender may at any time and from time to assume the defense time hold, sell, rediscount or otherwise dispose of any Third Party Claim or all Bankers’ Acceptances accepted and purchased by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense it (it being understood that Owner controls no holder thereof shall have any rights or obligations hereunder or under any of the other Loan Documents (other than its Bankers’ Acceptances) unless any such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner holder is a Lender. (viii) The Borrower waives presentment for payment and any Indemnified Party, other defense to payment of any amounts then due to a Lender in respect of a Bankers’ Acceptance accepted and such Indemnified Party shall have reasonably concluded that counsel selected purchased by Owner has a conflict of interest because of the availability of different or additional defenses it pursuant to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense this Agreement which might exist solely by reason of such Third Party Claim on its behalfBankers’ Acceptance being held, at the expense maturity thereof, by such Lender in its own right, and the Borrower agrees not to claim any days of Owner; grace if such Lender as holder sues the Borrower on the Bankers’ Acceptances for payment of the amount payable by the Borrower thereunder. (ix) At or before 9:30 A.M. two Business Days before the BA Maturity Date of any Bankers’ Acceptances, the Borrower shall give to the Administrative Agent notice (a “Notice of Rollover/Conversion”) specifying either that (A) the Borrower intends to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date, (B) that the Borrower intends to issue new Bankers’ Acceptances on the applicable BA Maturity Date to provide for the payment of the maturing Bankers’ Acceptances or (C) the Borrower intends to have all or a portion of the face amount of the maturing Bankers’ Acceptances converted to a Canadian Prime Rate Loan (provided that in the Owner case of a conversion of a portion only of the face amount of such maturing Bankers’ Acceptances, the remaining face amount, if any, of such Bankers’ Acceptances shall not be obligated less than the minimum face amount set forth in Section 2.02(a)(ii)) by giving a Loan Notice in accordance with Section 2.02. If the Borrower fails to provide such notice to the Administrative Agent or fails to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date, such failure shall be deemed a Notice of Rollover/Conversion for the issuance of new Bankers’ Acceptances to provide for the payment of such maturing Bankers’ Acceptances and such new Bankers’ Acceptances shall have a BA Maturity Date that is thirty days after the date of issuance thereof. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing on the applicable BA Maturity Date of such maturing Bankers’ Acceptances, the Borrower’s obligations in respect of the maturing Bankers’ Acceptances shall be deemed to have been converted on the BA Maturity Date thereof into a Canadian Prime Rate Loan in a principal amount equal to the full face amount of the maturing Bankers’ Acceptance. On the BA Maturity Date of any Bankers’ Acceptance being repaid by means of the issuance of new Bankers’ Acceptances pursuant to this clause (ix) the Borrower shall pay to the expenses Administrative Agent for the account of more than one separate counsel for all Indemnified Parties, taken togetherthe applicable Lender an amount equal to the sum of (A) the Acceptance Fee payable in respect of such newly issued Bankers’ Acceptance and (B) the excess of the face amount of such maturing Bankers’ Acceptance over the BA Discount Proceeds in respect of such newly issued Bankers’ Acceptance.

Procedures. Promptly after the receipt by any Person The party or parties seeking indemnification ---------- under this Article XX Section 9.2 (the “Indemnified Party”"INDEMNIFIED PARTY") of agrees to give prompt written notice (a "CLAIM NOTICE") to the party or parties against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any claim by a third party with respect to claim, or the commencement of any matter suit, action or proceeding in respect of which indemnification indemnity may be sought hereunder (a “Third Party Claim”)under Section 9.2, the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoby such party or any third party; provided, however, that the -------- failure of to give such notice shall not affect the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, Party's rights hereunder except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. Owner shall It is acknowledged that a Claim Notice may be entitled issued in respect of Damages actually incurred on or prior to assume the defense of any Third date thereof, as well as Damages that the Indemnified Party Claim by written notice could reasonably be expected to incur based on the information known to the Indemnified Party as of the date thereof, but no payment shall be made until such intention given Damages are actually incurred. The Claim Notice shall state in general terms the circumstances giving rise to the claim, specify the amount of Damages (or an estimate thereof) and make a request for any payment then believed due. A Claim Notice shall be conclusive against the Indemnifying Party in all respects twenty (20) days after receipt by the Indemnifying Party unless, within such period, the Indemnifying Party sends the Indemnified Party a notice disputing any statements or assertions in the Claim Notice (a "CLAIM DISPUTE NOTICE"). Any Claim Dispute Notice shall describe the basis for such objection and the amount of the claim that the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any Claim Dispute Notice, the Indemnified Party and Indemnifying Party shall use reasonable efforts to cooperate and arrive at a mutually acceptable resolution of the dispute within the next thirty (30) days after days. If a resolution is not reached within such thirty (30) day period, either party may commence the receipt by Owner dispute resolution procedures set forth in Section 11.10. If it is finally determined (through either agreement of the Indemnification Notice; provided, however, parties or arbitration) that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense all or a portion of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without the prior written consent of claim amount is owed to the Indemnified Party, which consent shall not be unreasonably withheldthe Indemnifying Party shall, delayed or conditioned; providedwithin ten (10) days of such determination, however, that pay the Indemnified Party shall have no obligation to consent to any settlement that such amount owed, together with interest at the rate of eight percent (a8%) does not include, as an unconditional term thereof, from the giving by the claimant or the plaintiff of a release date of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves Notice until the imposition date of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetheractual payment.