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 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 ▇▇▇ 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 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 (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 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 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 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 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 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 by any Person Any Indemnified Party seeking indemnification under this Article XX IV shall give written notice (the a “Indemnified PartyClaim Notice”) to its corresponding Indemnifying Party. The Claim Notice shall include a description in reasonable detail of written notice (a) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (b) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the assertion Indemnified Party in connection with such claim. In the event of any claim claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to any matter in respect of which such Indemnified Party may claim indemnification under Section 4.1 or Section 4.2, as the case may be sought hereunder (a “Third Party Claim”), the such Indemnified Party shall give the applicable Indemnifying Party written notice within ten (the “Indemnification Notice”10) days of receiving written notice of such Third Party Claim. If such Indemnified Party fails to Owner and shall thereafter keep Owner reasonably informed provide each such notice with respect thereto; providedto Third Party Claim within such time period, however, the applicable Indemnifying Party will not be obligated to indemnify such Indemnified Party with respect to such Third Party Claim to the extent that the applicable Indemnifying Party is prejudiced by such failure of the Indemnified Party to give the Party. 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 notify 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 receipt of such notice as to whether the receipt by Owner Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnification Notice; providedIndemnifying Party assumes the defense of such Third Party Claim, however, that (i) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel selected by of its own choosing at its own cost and expense and (ii) the Indemnifying Party shall be reasonably satisfactory not agree to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during compromise or settlement to which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the such Indemnified Party has failed not consented 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, in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provided, however, that delayed) unless such settlement or compromise includes only the Indemnified payment of monetary damages which shall be paid by such Indemnifying Party shall have no obligation (subject to consent to any settlement that (athe limitations herein) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of and includes a release of the such Indemnified Party 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 If requested by the Owner Indemnifying Party, such Indemnified Party will, at the cost and expense of such Indemnifying Party (which cost and expense shall be deemed Indemnifiable Losses for purposes of applying the defense of any applicable Indemnity Cap), provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim as provided in this Section 20.3, Claim. If the Indemnified Indemnifying Party shall be permitted elects not to participate in assume the defense 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 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 may assume the defense of such Third Party Claim on its behalf, thereof at the expense of Owner; the Indemnifying Party, provided that the Owner Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (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 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 (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 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 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 (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 to give the Indemnifying Party notice as provided herein shall not relieve Owner commencement of any of its obligations hereundersuch action, except to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that Owner is materially prejudiced by such failureit may have to any indemnified party otherwise than under this Section 1.7. Owner shall be entitled to assume No indemnifying party, 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 1.7 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 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 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 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 after the receipt by For purposes of this section, any Person seeking party with an indemnification obligation under this section shall be referred to herein as an "Indemnifying Party" and any party entitled to indemnification under this Article XX (the “section shall be referred to as an "Indemnified Party”) of ". All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this section. In the event that any written notice of the assertion of claim or demand for which an Indemnifying Party would be liable to any claim Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party party, such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party (i) by appropriate proceedings and (ii) use or retain counsel in connection with such defense that is reasonably acceptable to the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, the Indemnified Party and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any matter such claim or demand, or to prosecute claims against third parties for contribution or on other theories of recovery related to such claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect of which indemnification thereto. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may be sought hereunder (a “Third do so at its sole cost and expense. In the event that the Indemnifying Party Claim”)does not elect to defend the claim, the Indemnified Party shall give written notice (not settle a claim or demand without the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure consent of the Indemnified Party to give the Indemnifying Party notice as provided herein shall (which consent will not relieve Owner of any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failurebe unreasonably withheld). 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 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 Claimnot, 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 will not be unreasonably withheld), delayed settle, compromise or conditioned; provided, however, that offer to settle or compromise any such claim or demand. If the Indemnifying Party elects not to defend the Indemnified Party shall have no obligation to consent to any settlement that (a) does against such claim or demand, whether by 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 timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such Third defense) shall be the liability of the Indemnifying Party Claim hereunder. To the extent the Indemnifying Party shall control or (b) involves participate in the imposition of equitable remedies defense or the imposition settlement 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 claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding permit them to consult with the assumption by the Owner employees and counsel of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party. The Indemnified Party shall be permitted to participate use its commercially reasonable best efforts in the defense of all 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 togetherclaims.

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 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 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 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 the receipt by any Person seeking indemnification under this Article XX (i) In order for a Buyer Indemnified Party or Seller 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 another party to this Agreement or an Affiliate of such other party) against the Indemnified Party (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, 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 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 8 except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. (ii) 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, 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 but not control the defense thereof, and the fees and expenses of such counsel shall be entitled to assume at the sole 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. Whether or not 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 the Indemnified Party has failed to give notice of such Third Party Claim as provided above). If Owner shall assume the defense of the a Third Party Claim, then the Owner Indemnified Party shall not admit any liability with respect to, or settle, compromise or settle discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent of consent. (iii) In the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the event any Indemnified Party shall should have no obligation to consent to a claim against any settlement Indemnifying Party hereunder that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of involve a release of the Indemnified Party from all liability with respect to such Third Party Claim being asserted against or (b) involves the imposition of equitable remedies or the imposition of any material obligations on sought to be collected from 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 basisParty, the Indemnified Party shall not paydeliver notice of such claim promptly to the Indemnifying Party, 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 such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any Third Party Claim as provided in this Section 20.3, claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall be permitted include providing reasonable access to participate and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such Third Party Claim matters 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 providing reasonable legal 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 business assistance with respect 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 togethermatters.

Procedures. Promptly after 14.1.4.1 In the receipt by event that any Person seeking indemnification under party hereto reasonably believes that such person has a Claim for damages hereunder for which it will seek indemnity pursuant to this Article XX Section 14, such party (the “Indemnified Partyindemnified 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 thereof (the a “Indemnification Claim Notice”) to Owner the indemnifying party (the “indemnifying party”) within five (5) Business Days after obtaining knowledge thereof, stating the nature and basis of such Claim for indemnification and the amount thereof, in reasonable detail. Failure to provide such Claim Notice within such five (5) Business Day period shall thereafter keep Owner reasonably informed not act as a waiver of the indemnified party’s rights with respect thereto; providedto such Claim for indemnification unless, 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 and only to the extent that Owner is that, such failure materially prejudiced by adversely affects the indemnifying party’s ability to defend against, reduce or eliminate damages arising out of such failure. Owner shall be entitled to assume Claim. 14.1.4.2 In the defense event of any Third Party Claim claim, litigation, investigation or proceeding by written or with any third party, the indemnified party shall keep the indemnifying party informed and, unless the indemnifying party exercises the right of control set forth in this Section 14.1.4.2, shall use all reasonable efforts to defend such claim, litigation, investigation or proceeding with its own legal counsel and present any defense reasonably suggested by the indemnifying party or its counsel. The indemnifying party shall have the right to participate in such third party claim or litigation by counsel and accountants, at its own expense, and, upon notice to the Indemnified Party of such intention indemnified party (which must be given by the indemnifying party within thirty (30) days after its receipt of notice from the receipt indemnified party pursuant to Section 14.1.4.1 hereof), to assume and control, at its own expense, the defense or prosecution thereof, as the case may be, with counsel approved by Owner the indemnified party (which approval shall not be unreasonably withheld or delayed), unless (A) the assumption or control of such defense or prosecution by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party (in which case the indemnifying party will not have the right to direct, assume or control the defense or prosecution of such action on behalf of the Indemnification Notice; providedindemnified party) or (C) the indemnifying party has not in fact employed counsel to assume the defense or prosecution of such action promptly after receiving notice of the commencement thereof, however, that in each of which cases the reasonable fees and expenses of counsel selected will be paid by the Indemnifying Party indemnifying party, and the indemnified party shall assume and control the defense or prosecution of such action, and the indemnifying party shall reimburse or pay such fees and expenses as they are incurred. If the indemnifying party assumes such defense or prosecution in accordance with this Section 14.1.4.2, it shall have no liability for any legal or other expenses subsequently incurred by the indemnified party in connection with such claim, litigation, investigation or proceeding (other than the reasonable out-of-pocket costs and attorneys’ fees of investigation and cooperation with the indemnifying party that may be requested by the indemnifying party in such defense or prosecution and as contemplated in Section 14.1.4.3 hereof) but the indemnifying party shall thereafter indemnify and hold the indemnified party and its affiliates harmless from and against all damages with respect to such claim, litigation, investigation or proceeding in accordance with the terms of this Agreement. 14.1.4.3 The indemnified party shall have the right to participate, and cooperate, in the defense of a Claim for which the indemnifying party has assumed control pursuant to Section 14.1.4.2 hereof and may retain separate co-counsel at its sole cost and expense (except that the indemnifying party shall be reasonably satisfactory to Owner. Owner shall be liable responsible for the fees and expenses of the separate co-counsel employed by to the Indemnified Party for extent the indemnified party concludes reasonably that the counsel the indemnifying party has selected has a conflict of interest). 14.1.4.4 The indemnified party shall not make, or offer to make, any period during which Owner has not assumed the defense settlement of any Third Party Claim (other than during any period during claim, litigation, investigation or proceeding which might give rise to a right of indemnification from the Indemnified Party has failed to give notice indemnifying party without the consent of such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimindemnifying party, then the Owner which consent shall not compromise be unreasonably withheld or settle delayed; provided that the indemnified party may do so without such Third Party Claim consent if it elects to waive its right of indemnification with respect to the amount of such settlement in connection with such claim, litigation, investigation or proceeding or the indemnifying party refuses to acknowledge liability for indemnification under this Agreement and/or fails to or declines to defend the indemnified party in such claim, litigation or proceeding. The indemnifying party shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement, which does not include a provision whereby the plaintiff or claimant in the matter releases the indemnified party from all liability with respect thereto, without the prior written consent of the Indemnified Partyindemnified party, 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 (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 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 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 ▇▇▇ 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 If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the receipt by Stockholder, the Company or ▇▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ 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 (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 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 Stockholders Third Party Claim is begun, made or instituted as a result of which the Stockholders 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 Stockholders Indemnified Party asserts that UAG has become obligated to a Stockholders 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 Stockholders Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholders Indemnified Party is sometimes referred to as an "Indemnified Party" and each party having an indemnity obligation under this Article XX (the “Indemnified 9 is sometimes referred to as an "Indemnifying Party”) of written notice of the assertion of ," and any claim by UAG Third Party Claim and any Stockholders 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 reasonably prompt written notice (to the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that Indemnifying Party stating the failure basis of the Indemnifying Party's obligation to provide indemnification to the Indemnified Party under this Article 9 and setting forth in reasonable detail the facts, to the extent then available, concerning the Event of Breach, UAG Event of Breach or Third Party Claim, as the case may be, and the basis upon which the Indemnified Party is claiming indemnification. Subject to Sections 9.1(b)(i) and 9.2(b)(i), a failure or delay by an Indemnified Party to give the Indemnifying Party a reasonably prompt notice as provided herein of any claim for indemnification shall not relieve Owner of any of its release an Indemnifying Party's obligations hereunderwith respect to the claim, except to the extent that Owner is materially prejudiced the Indemnifying Party can demonstrate actual loss as a result of such failure or delay. If such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend 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 failureIndemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. Owner If the Indemnifying Party fails timely to defend against such 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, reasonable 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 which shall not be unreasonably withheld. 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 its or 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 (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 Each Indemnified Party shall promptly notify the Indemnifying Party of any Claim in respect of which the Indemnified Party is entitled to be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the receipt Indemnified Party becomes aware of each Claim; provided, however, that failure to give prompt notice shall not adversely affect any Claim for indemnification hereunder except to the extent the Indemnifying Party’s ability to contest any Claim by any Person seeking indemnification under this Article XX (third-party is materially adversely affected. The Indemnifying Party shall have the “right, but not the obligation, at its expense, to contest, defend, and litigate, and to control the contest, defense, or litigation of, any Claim by any third-party alleged or asserted against any Indemnified Party”) Party arising out 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 such Indemnified Party shall give written notice (the “Indemnification Notice”) is entitled to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the be indemnified hereunder. 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 promptly notify such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of its intention to exercise such intention given within thirty (30) days after right set forth in the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party immediately preceding sentence and shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense, or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and 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 notifies the Indemnifying Party that it desires 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 retain separate counsel in this Section 20.3, the Indemnified Party shall be permitted order to participate in the defense of or proceed independently with such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such contest, 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 Partylitigation, such Indemnified Party shall then have may do so at its own expense. If the right Indemnifying Party fails to select separate counsel to participate exercise its rights set forth in the defense third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the contest, defense, or litigation 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 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 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 Person seeking indemnification an indemnified party under this Article XX Section 1.9 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 1.9, 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 to give the Indemnifying Party notice as provided herein shall not relieve Owner commencement of any of its obligations hereundersuch action, except to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that Owner is materially prejudiced by such failureit may have to any indemnified party otherwise than under this Section 1.9. Owner shall be entitled to assume No indemnifying party, 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 1.9 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 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 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 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 (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 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 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. 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 the receipt by any Person (a) A party 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, arising out of which indemnification may be sought hereunder or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”), ) shall deliver notice (a “Claim Notice”) in respect thereof to the Indemnified Party shall give written notice party against whom indemnity is sought (the “Indemnification NoticeIndemnifying Party”) to Owner with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall thereafter keep Owner reasonably informed provide the Indemnifying Party with such information with respect thereto; providedthereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim 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 VI except to the extent that Owner the Indemnifying Party is materially prejudiced by such failure. Owner . (b) The Indemnifying Party shall be entitled to assume have the defense of any Third Party Claim by right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such intention given within thirty (30) days after Third Party Claim, to assume the receipt by Owner defense thereof at the expense of the Indemnification Notice; provided, however, that Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party shall be and 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 failed to assume the defense thereof. If the Indemnifying Party does not assumed expressly elect to assume the defense of and to settle such Third Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third Party Claim. 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 at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. (c) If the Indemnifying Party assumes the defense of any Third Party Claim (other than during any period during which Claim, the Indemnified Party has failed shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to give notice of such Third the Indemnifying Party Claim all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as provided above)is reasonably required by the Indemnifying Party. If Owner shall assume the Indemnifying Party assumes the defense of the any Third Party Claim, then the Owner Indemnifying Party shall not compromise or settle such Third Party Claim not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed enter into any settlement or conditioned; provided, however, that the Indemnified Party shall have no obligation to compromise or consent to the entry of any settlement that judgment with respect to such Third Party Claim if such settlement, compromise or judgment (ai) involves a finding or admission of wrongdoing, (ii) does not include, as include an unconditional term thereof, the giving written release by the claimant or the plaintiff of a release of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnifying Party shall, at the Indemnifying Party’s expense, be entitled to participate with the Indemnified Party in the defense the Third Party Claim, and the Indemnified Party shall use commercially reasonable efforts make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (e) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or (b) involves the imposition of equitable remedies or the imposition of any material obligations on sought to be collected from such Indemnified Party other than financial (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations for which such Indemnified under this Article VI except to the extent that the Indemnifying Party is indemnified hereundermaterially prejudiced by such failure. (f) An indemnifying Party shall have a period of 45 Business Days from the date such Indemnifying Party received written notice of a Direct Claim to dispute the Direct Claim or seek to remedy the basis for the Direct Claim. As long as If a Direct Claim is subject to indemnification pursuant to the Owner terms of this Agreement and the Indemnifying Party is contesting any such Third Party unable to remedy the Direct Claim on a timely basisto the reasonable satisfaction of the Indemnifying Party, the Indemnified indemnification required hereunder, subject to the express limitations of this Article VI, shall be made by release of funds from the Indemnity Escrow Fund (to the extent of any amounts then held in the Indemnity Escrow Fund, if applicable, that are available for satisfaction of such Direct Claim) or the Indemnifying Party shall (to the extent of any amounts not paythen held in the Indemnity Escrow Fund, compromise or settle any claims brought under if applicable, that are available for satisfaction of such Third Party Direct Claim. Notwithstanding the assumption by the Owner ) of the defense amount of any Third Party Claim as provided actual Losses in connection therewith, within five Business Days of the date when the remedy period set forth in this Section 20.36.3(f) has expired or, if later, the Indemnified Party shall be permitted to participate in the defense of such Third Party date on which a disputed Direct 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 togetheris finally resolved.

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 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. 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 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 after the receipt by any (a) A Person seeking indemnification under this Article XX (the “Indemnified Party”) of under Section 7.1 shall give prompt written notice of to the assertion of any claim by a third party with respect to any matter in respect of other Person or Persons against which indemnification may be sought hereunder (such Person or Persons being referred to herein as the “Indemnifying Party”) of the assertion of any claim in respect of which indemnity may be sought hereunder. Such notice shall include a “Third description of the claim and the nature and amount of the applicable Loss, to the extent known at such time. The failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnified Party shall provide the Indemnifying Party with copies of all papers and official documents received in connection with any Claims for which indemnity is sought hereunder and such other information with respect thereto as the Indemnifying Party may reasonably request. The Indemnified Party and the Indemnifying Party shall keep each other informed of any facts or circumstances that may be of material relevance in connection with the Loss for which indemnification is sought. (b) The Indemnifying Party may assume, at the Indemnifying Party’s sole cost and expense, the defense of any Claim for which indemnity is sought hereunder by giving written notice thereof to the Indemnified Party within thirty (30) calendar days after the Indemnifying Party’s receipt of a notice provided pursuant to Section 7.2(a). Upon assuming the defense of a Claim”, the Indemnifying Party may appoint as lead counsel in the defense of the Claim any legal counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Claim. Should the Indemnifying Party assume the defense of a Claim, except as provided in Section 7.2(c), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the analysis, defense or settlement of the Claim other than reasonable costs of investigation. (c) Without limiting Section 7.2(b), the Indemnified Party shall give written notice be entitled to participate in, but not control, the defense of the related Claim and to employ counsel of its choice for such purpose. However, such employment shall be at the Indemnified Party’s own expense unless (i) the “Indemnification Notice”employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnifying Party has failed to Owner assume the defense and employ counsel in accordance with Section 7.2(b) (in which case the Indemnified Party shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that control the failure defense) or (iii) the interests of the Indemnified Party to give and the Indemnifying Party notice as provided herein shall not relieve Owner with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel 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 both the Indemnified Party and the Indemnifying Party under Applicable Laws, ethical rules or equitable principles. (d) With respect to any Claim, the Indemnifying Party shall have the sole right to consent to the entry of any judgment or enter into any settlement with respect to such intention given within thirty Claim, on such terms as the Indemnifying Party, in its sole discretion, deems appropriate, so long as such judgment or settlement (30i) days after does not involve any relief other than the receipt payment of monetary damages, which shall be paid in full by Owner the Indemnifying Party, (ii) does not involve any finding or admission of any violation of Applicable Law by the Indemnified Party or any violation of the Indemnification Notice; providedrights of any Person by the Indemnified Party and (iii) includes, howeveras an unconditional term thereof, that counsel selected the giving by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees or any other Person, as applicable, of a full and expenses unconditional release of counsel employed by the Indemnified Party for any period during which Owner has from all liability with respect to the matters that are subject to such Claim. Except as set forth in this Section 7.2(d), the Indemnifying Party 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 settlement with respect 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 any Claim without the prior written consent of the Indemnified Party, which such consent shall not to be unreasonably withheld. (e) Regardless of whether the Indemnifying Party chooses to defend any Claim in respect of which indemnity is sought hereunder, delayed or conditioned; provided, however, that the Indemnified Party shall, and shall have no obligation cause each of its indemnitees to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses 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 consent to any settlement that (a) does not includethe Indemnifying Party to, as an unconditional term thereof, the giving and reasonable retention by the claimant or the plaintiff of a release of the Indemnified Party from of, records and information that are reasonably relevant to such Claim and making the Indemnified Party and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party for all liability its reasonable out-of-pocket expenses in connection therewith. (f) If the Indemnifying Party denies or fails to timely admit any of its obligations under this Article VII regarding a Claim or fails to assume and diligently conduct the defense of any such Claim or indemnify and hold harmless the Indemnified Party with respect to any Losses arising out of such Claim throughout the period that such claim exists, then the Indemnifying Party’s right to defend that Claim shall terminate and the Indemnified Party may assume the defense of, and settle, such Claim with counsel of its own choice and on such terms as the Indemnified Party deems appropriate, without any obligation to obtain the consent of the Indemnifying Party. Additionally, the Indemnifying Party will be obligated to indemnify and hold harmless the Indemnified Party for such defense and settlement if the Indemnifying Party is determined to have breached its obligations under this Article VII 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 the Claim is subject 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 indemnification provisions 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 togetherthis Article VII.

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 the receipt by any Person seeking indemnification under this Article XX (a) In order for a Buyer Indemnified Party or Seller 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 against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known). Thereafter, the Indemnifying Party shall promptly provide such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party assuming full responsibility for any Losses relating to the claim (subject to the limitations in Section 8.5) within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, 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. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall give written notice (have the “Indemnification Notice”) right to Owner employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall thereafter keep Owner reasonably informed with respect theretobe at the expense of the Indemnified Party; provided, however, that if the failure of named parties in any such Third Party Claim include both the Indemnified Party to give and the Indemnifying Party notice and representation of both Parties by the same counsel determined by qualified counsel to be inappropriate because one or more legal defenses available to such Indemnified Party is different from or additional to those available to the Indemnifying Party and is reasonably expected to create a conflict of interest between them, then such Indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim, and the Indemnifying Party shall be responsible for the fees and disbursements of such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses (on a mutually convenient basis), pertinent records, materials and information, in each case in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as provided herein is reasonably requested by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not relieve Owner admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any violation of its obligations hereunderapplicable Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnified Party shall have no liability with respect to such compromise or settlement. Notwithstanding the foregoing, except to the extent that Owner is materially prejudiced by such failure. Owner Indemnifying Party shall not 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 and shall be liable for the fees and expenses of counsel employed incurred by the Indemnified Party for any period during which Owner has not assumed in defending such Third Party Claim) if the defense of any Third Party Claim (seeks an order, injunction or other equitable relief or relief for other than during any period during which money damages against the Indemnified Party. (c) In the event any Indemnified Party has failed to give notice of such should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise being asserted against or settle sought to be collected from 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 paydeliver notice of such claim promptly to the Indemnifying Party, compromise describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and 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 any Third Party Claim as provided in this Section 20.3such claim (if known). Thereafter, the Indemnified Indemnifying Party shall be permitted promptly provide such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to participate in the defense of provide such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); providednotice, however, thatshall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (d) For purposes of determining the amount of any Excluded Liability described in Section 2.4(j) in any case in which a Tax is assessed with respect to a taxable period that includes the Closing Date (but does not begin on that day) the Taxes, if any, attributable to the defendants in any Third Party Claim taxable period of EMS Brazil beginning before and ending on or after the Closing Date shall include both an Owner and any Indemnified Partybe apportioned (i) to the Seller, for the amount of such Taxes that is attributable to the Pre-Closing Tax Period, and (ii) to the Buyer, for the amount of such Indemnified Party Taxes that is attributable to the Post-Closing Tax Period. Any allocation of income or deductions required to determine any Taxes attributable to the Pre-Closing Tax Period and the Post-Closing Tax Period shall have reasonably concluded that counsel selected be made (i) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by Owner has means of a conflict closing of interest because books and records of EMS Brazil as of the availability day preceding the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of different or additional defenses to days in each such Indemnified Partyperiod, such Indemnified Party shall then have the right to select separate counsel to participate and (ii) in the defense case of such Third Party Claim other Taxes, 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 togethera per diem basis.

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 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 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 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 (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 seeking indemnification under this Article XX (the “Indemnified Party”) of The indemnified party agrees to give written notice to the indemnifying party within 10 days of the assertion obtaining knowledge of any claim or other assertion of liability which could give rise to a claim for indemnification hereunder (hereinafter collectively "Claims," and individually a "Claim"), it being understood that the failure to give such notice shall not affect the indemnified party's obligation to indemnify as set forth in this Agreement, unless, and then only to the extent, the indemnifying party's ability to contest, defend or settle with respect to such Claim is thereby demonstrably and materially prejudiced by a third such failure to give such notice. The obligations and liabilities of the parties hereto with respect to their respective indemnities pursuant to this Article 6 resulting from any Claim, shall be subject to the following additional terms and conditions: (a) Provided the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party with respect to any matter in respect of which the Claim and further satisfies the indemnified party as to its financial ability to satisfy such indemnification may be sought hereunder (a “Third Party Claim”)obligation, the Indemnified Party indemnifying party shall give written notice have the right to undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, event that the failure of the Indemnified Party indemnifying party shall either (i) elect not to give the Indemnifying Party notice as provided herein undertake, or shall not relieve Owner of fail to satisfy any of its obligations hereunderrequirements to undertake, except such defense or opposition, or (ii) fail 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 properly elect within thirty (30) days after notice of any such Claim from the receipt indemnified party or thereafter fail to defend or oppose such Claim, then, in either such event, the indemnified party shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by Owner counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnification Notice; providedindemnifying party. (c) Notwithstanding anything in this Section 6.4 to the contrary, however(i) the indemnifying party shall not, that counsel selected by without the Indemnifying Party shall be reasonably satisfactory indemnified party's written consent, settle or compromise any Claim or consent 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 judgment which includes any period during which the Indemnified Party has failed to give notice admission 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 liability 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, include as an unconditional a term thereof, thereof the giving by the claimant or the plaintiff to the indemnified party of a an unconditional release of the Indemnified Party from all liability in respect of such Claim, and (ii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Third Party Claim or Claim. (bd) 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 The indemnifying party hereby agrees to pay the expenses amount of more than one separate counsel any established Claim within fifteen (15) days after the establishment thereof. The amount of established Claims shall be paid in cash. Any amounts for all Indemnified Parties, taken togethersuch Claims not paid when due under this Article shall bear interest at a rate equal to 15% per annum until paid.

Procedures. Promptly after the receipt by any Person The Party seeking indemnification under this Article XX 6, Section 15.2 or Section 15.3 (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 basisat 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 to participate in the defense materially prejudiced as a result 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 togetherassumption.

Procedures. Promptly (a) Buyer shall notify the Indemnifying Party (with reasonable detail) promptly (but in each case within 10 business days) 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 reasonable 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 8.2(c)(iv), the Indemnified 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 Buyer, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by Buyer’s failure to give written notice (such notice, in which case the “Indemnification Notice”) Indemnifying Party shall be relieved from its obligations hereunder to Owner the extent of such material prejudice. The Indemnifying Party shall participate in and shall thereafter keep Owner reasonably informed with respect theretodefend, contest or otherwise protect Buyer against any such claim or action by counsel of the Indemnifying Party’s choice at its sole cost and expense; 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, Buyer (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 conditionedstatement of fault or culpability on the part of Buyer and there is an unconditional release of Buyer from all liability on any claims that are the subject of such claim or action. Buyer shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of Buyer’s choice and shall in any event use its commercially reasonable efforts to cooperate with and assist the Indemnifying Party; provided, however, that the Indemnified Indemnifying Party shall have no obligation pay the fees and expenses of separate counsel for Buyer if (i) the Indemnifying Party has agreed to consent to any settlement pay such fees and expenses or (ii) counsel for the Indemnifying Party reasonably determines that (a) does not include, as an unconditional term thereof, representation of both the giving Indemnifying Party and Buyer 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 same 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 would create a conflict of interest because of interest. If the availability of different Indemnifying Party fails timely to defend, contest or additional defenses to otherwise protect against such Indemnified Partysuit, such Indemnified Party action, investigation, claim or proceeding, Buyer shall then have the right to select separate counsel do so, including, without limitation, the right to participate in make any compromise or settlement thereof, and Buyer shall be entitled to 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 on its behalfsuit, 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 Partiesaction, taken togetherinvestigation, claim or proceeding.

Procedures. Promptly after In the receipt by event that any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of Party hereto shall sustain or incur any claim by a third party with respect to any matter Losses in respect of which indemnification may be sought hereunder by such Party pursuant to this Section 10, the Party seeking such indemnification (the “Claimant”) shall assert a claim for indemnification by giving prompt written notice thereof (a “Third Claim Notice”) which shall describe in reasonable detail the facts and circumstances upon which the asserted claim for indemnification is based, along with a copy of the claim or complaint, to the Party Claim”), the Indemnified Party shall give written notice providing indemnification (the “Indemnification Indemnitor”). For purposes of this paragraph, any Claim Notice that is sent within fifteen (15) days of the date upon which the Claimant learned of such Loss shall be deemed to have been “prompt notice;” provided that the failure of the Claimant to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. (a) Upon the receipt of such Claim Notice”) , the Indemnitor shall have the right to Owner undertake (at its own expense), by counsel or representatives of its own choosing, the good faith defense, compromise or settlement to be undertaken on behalf of the Claimant and shall thereafter keep Owner the Claimant reasonably informed with respect thereto. Indemnity for such Losses shall not be deemed an admission of liability on the part of the Indemnitor as against any such third party. If the Indemnitor elects to undertake such defense by its own counsel or representatives, the Indemnitor shall give notice to the Claimant within ten (10) Business Days of its receipt of the Claim Notice. Notwithstanding the foregoing, the Indemnitor may not assume or control the defense if the named parties to the action giving rise to the Claim Notice (including any impleaded parties) include both the Indemnitor and the Claimant and representation of both Parties by the same counsel would be inappropriate (based on a written opinion of outside counsel) due to actual or potential differing interests between them, in which case the Claimant shall have the right to defend the action and to employ counsel reasonably approved by the Indemnitor, and, to the extent the matter is determined to be subject to indemnification hereunder, the Indemnitor shall reimburse the Claimant for all reasonable costs associated with such defense. (b) The Claimant shall cooperate with the Indemnitor in such defense and provide the Indemnitor with all information and assistance reasonably necessary to permit the Indemnitor to settle and/or defend any such claim. Except as otherwise provided in the last sentence of Section 10.4(a), the Claimant may retain counsel (at the Claimant’s expense) to monitor or participate in the defense of such claim, but the Indemnitor shall be entitled to control the defense unless the Claimant unconditionally agrees in writing to relieve the Indemnitor from liability with respect to the particular matter. The Indemnitor shall have the right in good faith to settle or compromise any such claim, provided that (i) at least ten (10) Business Days prior notice of such settlement or compromise is given to the Claimant and (ii) such settlement or compromise must not require the Claimant to take or refrain from taking any action, contain any admission by or on behalf of the Claimant, or otherwise fail to constitute a full release of the Claimant. Notwithstanding the foregoing, in connection with any such settlement or compromise negotiated by the Indemnitor, no Claimant shall be required by an Indemnitor to (i) enter into any settlement that does not include as an unconditional term thereof the delivery by the Claimant or plaintiff to the Claimant of a release from all liability in respect of such claim or litigation, or (ii) enter into any settlement that attributes by its terms any non-indemnified liability to the Claimant. (c) If an Indemnitor fails, within ten (10) Business Days after the date of the Claim Notice to give notice to the Claimant of such Indemnitor’s election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Claimant and shall reimburse the Claimant for all Losses (including reasonable attorney’s fees) incurred by the Claimant; provided, however, that the failure Claimant shall keep the Indemnitor advised on a timely basis 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 significant developments with respect to such Third Party Claim or (b) involves defense and permit the imposition of equitable remedies or the imposition of Indemnitor to participate, at its own election and expense, at 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 basistime, 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 togetherthereof.

Procedures. Promptly after the receipt by (i) If such First Lien Holders elect to sell all or any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice portion of the assertion of any claim by a third party with respect First Lien Shares pursuant to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)this Section 3.2, the Indemnified Party First Lien Holders shall give deliver to the Company as promptly as reasonably practicable after such election by the First Lien Holders a written notice (the “Indemnification Put Notice”) specifying the number of First Lien Shares to Owner be sold to the Company (the “Put First Lien Shares”). (ii) Upon receipt of a Put Notice, the Company shall apply all of its assets to any such repurchase, and to no other corporate purpose, subject to the existence of a Delay Condition. (iii) Subject to the existence of a Delay Condition, the closing of any sale of Put First Lien Shares pursuant to this Section 3.2 shall thereafter keep Owner take place as soon as reasonably informed with respect theretopracticable following receipt by the Company of the Put Notice. The Company shall give each First Lien Holder at least ten (10) days’ written notice of the date of closing (the “Put Right Closing Date”). (iv) If a Delay Condition exists, the Company shall notify the First Lien Holders in writing as soon as practicable of such Delay Condition (the “Delay Condition Notice”), and the Company may defer the closing and pay the Put Purchase Price at the earliest practicable date on which no Delay Condition exists; provided, however, that if the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall Put Right Closing Date has not relieve Owner of any of its obligations hereunder, except occurred prior to the extent date 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 one hundred eighty (30180) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party Put Notice (a “Put Default”) (which 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 aboveconstitute a Board Take Over Event). 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 Put Notice shall be permitted to participate in deemed rescinded and 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 First Lien Holders 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 cause a Company Sale 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 togetheraccordance with Section 3.3.

Procedures. Promptly after (a) If any of the receipt by any Person seeking indemnification under Indemnified Parties shall claim a right to payment pursuant to this Article XX (the “Agreement with respect to which there has been no Third Party Claim, such Indemnified Party”) of Party shall send written notice of such claim to the assertion Indemnifying Parties specifying the basis for such claim. As promptly as possible after the Indemnified Parties have given such notice, a representative of any the Indemnified Parties and a representative of the Indemnifying Parties shall establish the merits and amount of such claim (by a third party with respect to any matter in respect mutual agreement) and, within five Business Days of which indemnification may be sought hereunder (a “Third Party Claim”)the final determination of the merits and amount of such claim, the Indemnifying Parties shall pay the Indemnified Parties the amount of such claim. (b) Any Indemnified Party shall give written prompt notice (to the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoIndemnifying Parties of the assertion or commencement of any Third Party Claim; provided, however, PROVIDED that no delay on the failure part of the Indemnified Party to give in notifying the Indemnifying Party notice as provided herein Parties shall not relieve Owner the Indemnifying Parties of any of its obligations hereunder, liability or obligation hereunder except to the extent that Owner is the Indemnifying Parties have been materially prejudiced by such failurethereby. Owner Except as otherwise provided herein, the Indemnifying Parties shall be entitled to assume exclusively control the defense of any Third Party Claim at their own expense. The Indemnifying Parties shall not be liable under Section 2 for any settlement of any Third Party Claim effected by any Indemnified Party without their consent. The Indemnifying Parties shall not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the consent of the Indemnified Parties unless such settlement includes an unconditional release by all parties to the settlement of the Indemnified Parties and no relief, monetary or otherwise, is required of the Indemnified Parties. Notwithstanding the foregoing, whether or not the Indemnifying Parties assume the defense of a Third Party Claim, if an Indemnified Party determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business (it being understood that any Third Party Claim related to Taxes shall be deemed to have a material adverse effect on the Indemnified Party and its business) in a manner that may not be adequately compensated by money damages, then such Indemnified Party may, by written notice to the Indemnified Indemnifying Parties, assume the exclusive right to defend, compromise, or settle such Third Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by Claim against it and the Indemnifying Party shall be reasonably satisfactory to Owner. Owner Parties shall be liable for the fees any such settlement and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed related Damages. The party controlling the defense of any Third Party Claim (shall keep the other than during any period during which party advised of the Indemnified Party has failed to give notice status of such Third Party Claim as provided above). If Owner shall assume action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. In the case of the a 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 Parties and the Indemnifying Parties shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation reasonably cooperate 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 mitigate and resolve 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 togetherclaim.

Procedures. (a) If requested by the Collateral Agent upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, each Direct Investor shall deliver to the Collateral Agent, to be held for sale, or return in the event the Sale is not consummated, upon the terms of this Section 3, the Shares held by such Direct Investor, duly endorsed, together with a power-of-attorney authorizing the Collateral Agent to sell or otherwise dispose of such shares pursuant to such Sale and to take all actions necessary, and to execute and deliver all documents necessary, to sell or otherwise dispose of the shares to be sold pursuant to such Sale. (b) Each Direct Investor hereby agrees to cooperate in consummating the Sale, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering any instruments for the Shares, duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. (c) Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written notice consummation of the assertion sale of any claim shares of the Collateral Agent and each Direct Investor pursuant to this Section 3, the Collateral Agent (x) shall give notice thereof to each Direct Investor and (y) shall remit to each Direct Investor the total sales price of the Shares of such Direct Investor sold pursuant thereto (after deduction of each Direct Investor's proportionate share of (i) the expenses associated with such sale, (ii) amounts paid into escrow or held back, in the reasonable determination of the Collateral Agent, for indemnification or post-closing expenses, and (iii) amounts subject to post-closing purchase price adjustments, based on the number of Shares sold by each Direct Investor in relation to the total number of shares being sold pursuant to this Section 3). Notwithstanding anything contained in this Section 3, in the event that all or a third party with respect portion of the purchase price of the shares being sold pursuant to any matter the Sale consists of non-cash consideration, the Collateral Agent may, at its option, cause to be delivered to each Direct Investor, in respect lieu of which indemnification such non-cash consideration allocable to the shares being sold pursuant to the Sale, cash in an amount equal to the fair market value of such non-cash consideration, as reasonably determined by the Collateral Agent; provided, that if such non-cash consideration allocable to the shares being sold pursuant to the Sale may not in the opinion of the Collateral Agent be sought hereunder transferred lawfully without a Direct Investor effecting regulatory compliance procedures (a “Third Party Claim”including, without limitation, preparation, registration or pre-registration of disclosure documentation), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; providedfair market value of such non-cash consideration, howeveras determined in good faith by Company's Board of Directors or equivalent, 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 paid to assume the defense of any Third Party Claim by written notice to the Indemnified Party such Direct Investor in lieu 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 togethernon-cash consideration.

Procedures. (a) Promptly after an Indemnified Party has received notice or has knowledge of any claim or the receipt by commencement of any Person seeking Action for which such party may be entitled to 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”)VIII, the Indemnified Party shall shall, if it believes that such claim or Action is indemnifiable by the Indemnifying Party, give the Indemnifying Party written notice (of such claim or the “Indemnification Notice”) commencement of such Action and provide the Indemnifying Party with all relevant information respecting such claim or Action that is in the possession of the Indemnified Party. Such notice shall state the nature and basis of such claim or Action and, if ascertainable, the amount in dispute under such claim or Action. In each such case, the Indemnified Party agrees to Owner and shall thereafter keep Owner reasonably informed with respect theretogive such notice to the Indemnifying Party promptly following its receipt of notice or other knowledge of any such claim or Action; provided, however, that the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, Party’s obligation to indemnify except to the extent that Owner is materially prejudiced the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such failurenotice. Owner If such notice concerns a Third Person Claim, the Indemnifying Party shall be entitled have the right to elect, at the Indemnifying Party’s sole expense, to assume 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 NoticePerson Claim; 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 obtain the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed) before entering into any settlement, adjustment or compromise of any such Third Person Claim; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (iv) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party’s reputation or future business prospects; or (vi) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. The Indemnified Party shall have the right to elect, at such party’s sole expense, to participate in (but not control) the defense of such Third Person Claim, and to employ, at its own expense, counsel in connection with its participation therein. If the Indemnifying Party has elected not to assume the control of the defense of such Third Person Claim, or if the Indemnifying Party shall have failed after the lapse of a reasonable period of time, which shall in no event be less than 30 calendar days after receipt by the Indemnifying Party of written notice of such Third Person Claim, to assume the control of the defense of such Third Person Claim, the Indemnified Party shall be entitled to defend against the same and to employ counsel reasonably satisfactory to the Indemnifying Party, at the expense of the Indemnifying Party; provided, however, that in such event, the Indemnified Party shall have no obligation to obtain the prior 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 Indemnifying Party from all liability with respect to (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement, adjustment or compromise of any 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 hereunderPerson Claim. As So long as the Owner Indemnifying Party is reasonably contesting any such Third Party Claim on a timely basisclaim in good faith, the Indemnified Party shall not pay, settle or compromise or settle any claims brought under such Third Party Claimclaim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3foregoing, the Indemnified Party shall be permitted have the right to participate pay, settle or compromise any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment, settlement or compromise. In connection with any Third Person Claim, the Indemnified Party, or the Indemnifying Party, if it has assumed the defense of such Third Party Person Claim pursuant to this Section 8.04(a), shall vigorously and competently defend such Third Person Claim in good faith and the parties shall cooperate with one another in connection with the handling of such Third Person Claim, shall make available personnel, witnesses, books, and records relevant to such Third Person Claim and grant such authorizations as are necessary and reasonable to employ counsel at its own expense (it being understood that Owner controls such defense); providedtheir respective agents, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partyrepresentatives, and such counsel upon reasonable request. (b) If the Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of any claim against the availability of different or additional defenses Indemnifying Party pursuant to such Indemnified Partythis Section 8.04, such the Indemnified Party shall then have deliver to the right to select separate counsel to participate in Indemnifying Party a written notice explaining the defense nature and amount of such Third claim promptly after the Indemnified Party Claim on its behalf, at shall know the expense amount 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 togethersuch claim.

Procedures. Promptly after The Company shall not take any disciplinary without first the receipt by any Person seeking indemnification under this Article XX employee in the presence of a Shop ▇▇▇▇▇▇▇. Inthe event of a claim that an employee has beensuspended or discharged unreasonably,the grievanceshall be filed at Step Three (the “Indemnified Party”3) 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 GrievanceProcedure within three (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”3) 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 failureworking days. Owner shall be entitled to assume given in and inthe presence of a Shop ▇▇▇▇▇▇▇. The Company 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 of the Indemnification Notice; provided, however, Union agree 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 disciplinary shall not be imposed unreasonably withheld, delayed or conditioned; provided, however, that unjustly. Inthe event 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 immediate suspensionor discharge of the Indemnified Party from all liability employee, shall begiven a reasonableopportunity to 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 basishis ▇▇▇▇▇▇▇ beforeleaving premises, the Indemnified Party shall not paynecessary, 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 nature of the employee's to require the employee's immediateexpulsionfrom the Company's premises. is determined or agreed at any step of the Grievance Procedureor decided by ▇ Boardof Arbitration that any employee has beendisciplined or discharged unjustly, the Company shall put him back on with no loss of seniority and shall pay the employeethe hewould have earned had he beenworking, or by any other arrangement as to compensation, includingreinstatement without pay, which and equitable in the opinion of the partiesor inthe opinionof the Board of Arbitration if the referredto such Inthe Service and Truck DrivingGroups, the time limits Articles and be adjustedif necessary to conformwith the availability of different the shop stewardor his alternate, but in no event to exceedten working days from the date of the incident. The Company shall providethe employee and the Unionwith a copy of any verbal or additional defenses to such Indemnified Party, such Indemnified Party written warning affectingthe employee. Any reply by the employee shall then have the right to select separate counsel to participate in the defense become part of such Third Party Claim on its behalf, at the expense his The record of Owner; provided that the Owner any disciplinary action shall not be obligated referredto or used against himat any time after twelve (12) monthsfollowing such action. Failureto grieve previousdiscipline, or to pay pursue any grievancetoArbitration, shall not be consideredto be an admission that such disciplinewas justified. Any Grievanceshall be to time limits inArticle absent from work because of illnessor injury shall not be subject to any disciplinary procedureduringthe periodof their disability for any allegedviolations of the expenses of more than one separate counsel for all Indemnified PartiesCompany's Rules or this CollectiveAgreement, taken togethersubject to the in medicaldocuments the Company.

Procedures. Promptly after the receipt by any Person (a) Any party seeking indemnification under this Article XX X (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 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 hereunder (the “Indemnification Dispute Notice”). 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 X. If the Indemnifying Person has not disputed its indemnity obligation for any Loss with respect to such claim within thirty (30) days following receipt of such Indemnified Person’s notice (or, if such Indemnifying Person notifies the Indemnified Person prior to such 30th day that it does not dispute its indemnify obligation for any Loss, on such date), then the estimated amount of Losses set forth in the Indemnified Person’s notice will be final, conclusive and binding on the Parties. Any Indemnification Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement asserted (collectively, the “Indemnification Disputed Items”), and all other items (and all calculations relating thereto) that are not in dispute as specified in the Indemnification Dispute Notice will be final, binding and conclusive. With respect to the Indemnification Disputed Items, 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 12.5. (b) In the case of any claim for indemnification under this Article X 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 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 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, 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 as provided in this Section 20.3and shall furnish or cause to be furnished such records, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim information 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 Partytestimony, and attend such Indemnified Party shall have conferences, discovery proceedings, hearings, trials or appeals, as may be 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 requested 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 togetherconnection therewith.

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. (a) Promptly after an Indemnified Party has received notice or has knowledge of any claim or the receipt by commencement of any Person seeking Action for which such party may be entitled to 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”)VIII, the Indemnified Party shall shall, if it believes that such claim or Action is indemnifiable by the Indemnifying Party, give the Indemnifying Party written notice (of such claim or the “Indemnification Notice”) commencement of such Action and provide the Indemnifying Party with all relevant information respecting such claim or Action that is in the possession of the Indemnified Party. Such notice shall state the nature and basis of such claim or Action and, if ascertainable, the amount in dispute under such claim or Action. In each such case, the Indemnified Party agrees to Owner and shall thereafter keep Owner reasonably informed with respect theretogive such notice to the Indemnifying Party promptly following its receipt of notice or other knowledge of any such claim or Action; provided, however, that the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, Party's obligation to indemnify except to the extent that Owner is materially prejudiced the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party's failure to give or delay in giving such failurenotice. Owner If such notice concerns a Third Person Claim, the Indemnifying Party shall be entitled have the right to elect, at the Indemnifying Party's sole expense, to assume 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 NoticePerson Claim; 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 obtain the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed) before entering into any settlement, adjustment or compromise of any such Third Person Claim; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (iv) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party's reputation or future business prospects; or (vi) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. The Indemnified Party shall have the right to elect, at such party's sole expense, to participate in (but not control) the defense of such Third Person Claim, and to employ, at its own expense, counsel in connection with its participation therein. If the Indemnifying Party has elected not to assume the control of the defense of such Third Person Claim, or if the Indemnifying Party shall have failed after the lapse of a reasonable period of time, which shall in no event be less than 30 calendar days after receipt by the Indemnifying Party of written notice of such Third Person Claim, to assume the control of the defense of such Third Person Claim, the Indemnified Party shall be entitled to defend against the same and to employ counsel reasonably satisfactory to the Indemnifying Party, at the expense of the Indemnifying Party; provided, however, that in such event, the Indemnified Party shall have no obligation to obtain the prior 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 Indemnifying Party from all liability with respect to (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement, adjustment or compromise of any 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 hereunderPerson Claim. As So long as the Owner Indemnifying Party is reasonably contesting any such Third Party Claim on a timely basisclaim in good faith, the Indemnified Party shall not pay, settle or compromise or settle any claims brought under such Third Party Claimclaim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 20.3foregoing, the Indemnified Party shall be permitted have the right to participate pay, settle or compromise any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment, settlement or compromise. In connection with any Third Person Claim, the Indemnified Party, or the Indemnifying Party, if it has assumed the defense of such Third Party Person Claim pursuant to this Section 8.04(a), shall vigorously and competently defend such Third Person Claim in good faith and the parties shall cooperate with one another in connection with the handling of such Third Person Claim, shall make available personnel, witnesses, books, and records relevant to such Third Person Claim and grant such authorizations as are necessary and reasonable to employ counsel at its own expense (it being understood that Owner controls such defense); providedtheir respective agents, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Partyrepresentatives, and such counsel upon reasonable request. (b) If the Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of any claim against the availability of different or additional defenses Indemnifying Party pursuant to such Indemnified Partythis Section 8.04, such the Indemnified Party shall then have deliver to the right to select separate counsel to participate in Indemnifying Party a written notice explaining the defense nature and amount of such Third claim promptly after the Indemnified Party Claim on its behalf, at shall know the expense amount 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 togethersuch claim.

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 (a) No Indemnitee shall be entitled to any indemnification hereunder unless it has given to the Indemnitor a written notice relating to the potential claim (a “Claim Notice”). The Claim Notice shall be given as promptly as practicable after the receipt Indemnitee becomes aware of the facts that may give rise to a claim for indemnification hereunder. The Claim Notice shall state in reasonable detail the nature of the claim, identify the sections of this Agreement which form the basis for such claim, set forth the estimated amount of the Indemnifiable Losses that have been or may be sustained by any Person seeking indemnification the Indemnitee relating to such claim and, if the Indemnitee is a Reinsurer Indemnified Person, to the extent within the Knowledge of the Reinsurer, the Reinsurer shall provide details about such Indemnifiable Losses to the Ceding Companies to assist the Ceding Companies to reasonably allocate the responsibility for payment of such Indemnifiable Losses among the Ceding Companies. The failure of an Indemnitee to give a Claim Notice shall not relieve the Indemnitor of its obligations 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 hereunderVIII, except to the extent that Owner the Indemnitor is materially actually prejudiced by the failure to give such failureClaim Notice and the failure to (i) have such Knowledge or (ii) to provide such details in cases where the provision of such details in the reasonable determination of the Reinsurer or any Reinsurer Indemnified Person may adversely affect to a non-de minimis extent any such Person's right to indemnification hereunder shall not relieve the Ceding Companies of their obligations under this Article VIII. Owner The Indemnitor shall have no liability with respect to any fees or expenses incurred by the Indemnitee relating to the defense of such Claim prior to the time the Claim Notice is received by the Indemnitor. (b) If a Claim Notice relates to a Third-Party Claim, the Indemnitor shall be entitled to assume participate in the defense of any Third Third-Party Claim and, if it so chooses by giving written notice to the Indemnified Party of such intention given Indemnitee within thirty (30) days after the its receipt by Owner of the Indemnification Notice; providedClaim Notice with respect to such Third-Party Claim, however, that to assume the defense thereof with counsel selected by the Indemnifying Indemnitor and reasonably acceptable to the Indemnitee, at the Indemnitor’s expense. Should the Indemnitor so elect to assume the defense of a Third-Party Claim, the Indemnitor shall not as long as it conducts such defense be reasonably satisfactory liable to Ownerthe Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. Owner If the Indemnitor assumes such defense in accordance with this Section 8.05(b), the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. The Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party Indemnitee for any period during which Owner the Indemnitor has not assumed the defense of any Third Party Claim thereof (other than during any period during in which the Indemnified Party has failed to give Indemnitee shall have not yet given notice of such Third the Third-Party Claim as provided above) and (ii) if the named parties to any such action (including any impleaded parties) include both the Indemnified Party and the Indemnitor and both (x) such Indemnitee shall have been reasonably advised by its counsel that an actual conflict of interest exists between the Indemnified Party and the Indemnitor and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, and (y) an actual conflict exists, then the Indemnitor shall be liable for the reasonable fees and expenses of separate counsel retained by the Indemnitee (but no more than one separate counsel for all Indemnitees, taken together, with respect to such Third-Party Claim). If Owner the Indemnitor chooses to defend any Third-Party Claim, the parties hereto shall assume cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information that are relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of the Third a Third-Party Claim, then the Owner Indemnitee shall not admit any liability with respect to, or pay, settle, compromise or settle discharge, such Third Third-Party Claim without the Indemnitor’s prior written consent. If the Indemnitor has assumed the defense of a Third-Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third-Party Claim with the Indemnitee’s prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that the Indemnified Indemnitor may pay, settle, compromise or discharge such a Third-Party shall have no obligation to Claim without the written consent to any of the Indemnitee if such settlement that (aA) includes a complete and unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim, (B) does not includesubject the Indemnitee to any injunctive relief or other equitable remedy, as an unconditional term thereofand (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee. (c) Notwithstanding anything to the contrary in this Section 8.05, the giving by Indemnitee (and not the claimant or Indemnitor) shall have the plaintiff exclusive right to assume the defense and control of a release any Third-Party Claim, if (A) the Indemnitee in good faith determines that the nature of the Indemnified Party from all liability with respect to such Third Third-Party Claim is such that it would reasonably be expected to involve criminal liability being imposed on the Indemnitee or its Affiliates or (bB) 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 Third-Party Claim on seeks an injunction or other equitable relief against the Indemnitee that the Indemnitee reasonably determines, after consultation with its outside counsel, cannot be separated from any related claim for money damages; provided, that if such Third-Party Claim seeks an injunction or equitable relief against the Indemnitee that can be separated from a timely basisrelated claim for money damages, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner Indemnitor may only be entitled to assume control of the defense of any Third such 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 togethermoney damages.

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 (a) The party seeking indemnification under this Article XX Section 11.02 (the “"Indemnified Party”") of written agrees to give prompt notice to the party 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 ("Claim") in respect of which indemnification indemnity may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner under such Section and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give will provide the Indemnifying Party notice as provided herein such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve Owner of any the Indemnifying Party of its obligations hereunder, except to the extent that Owner is materially such failure shall have actually adversely prejudiced by such failure. Owner the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that it has acknowledged responsibility for the defense of such Claim; provided further that Parent shall control the defense of, and appoint the lead counsel in connection with the Credit Card Litigation; any Retained Litigation Liability; any Excluded Deferred Compensation Liability; any Excluded Insurance Liability; any Excluded Real Property Liability; any liability related to lifetime annuity payments to former ▇▇▇▇▇▇ employees; any Excluded Escheat Liability and any liability related to Indebtedness for which the Buyer is indemnified pursuant to 11.02(a)(I) so long as the Indemnified Party shall be entitled to participate in such defense. Notwithstanding the foregoing, in any litigation or proceeding of which Parent shall control the defense, any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) Parent and such Indemnified Person shall have mutually agreed in writing to the retention of such counsel; (ii) representation of both parties by the same counsel would, in the opinion of counsel to such Indemnified Person, be inappropriate due to actual or potential differing interests between the Company and such Indemnified Person; or (iii) if the Parent fails or is failing to actively defend such Third Party Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim by written notice to in accordance with the Indemnified Party provisions of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedthis Section 11.03, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for obtain the fees and expenses prior written consent of counsel employed by the Indemnified Party before entering into any settlement of such Third Party Claim unless (i) the settlement does not require the Indemnified Party to pay money damages and (ii) the settlement is for any period during which Owner money damages only. If the Indemnified Party has not assumed the defense of any Third Party Claim (other than during any period during which in accordance with the provisions of this Section 11.03, 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 obtain the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Indemnifying Party shall have no obligation to consent to before entering into 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 (a) In the receipt by event that any Person seeking of the Purchaser Parties or any of the Seller Parties has a claim for indemnification under this Article XX (Section 9.1 or 9.2, as the “Indemnified Party”) of written notice of the assertion of any claim by case may be, other than a third party with respect to any matter in respect of which indemnification may be sought hereunder Third Party Claim (a “Third Party "Direct Claim”"), the Indemnified Party party asserting such claim shall give provide a written notice (to the “Indemnification Notice”) other party, which notice shall state the facts giving rise to Owner an alleged basis for the claim and shall thereafter keep Owner reasonably informed with respect theretothe amount of liability, to the extent known, asserted against the other party by reason of the claim; provided, however, provided that the failure of the Indemnified Party indemnified party to give the Indemnifying Party indemnifying party prompt notice as provided herein shall not relieve Owner the indemnifying party of any of its obligations hereunder, hereunder except to the extent that Owner the indemnifying party is materially prejudiced thereby. (b) If any legal proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to the provisions hereunder (a "Third Party Claim"), the indemnified party shall promptly cause written notice (the "Indemnification Notice") of the assertion of any such failureclaim or demand, the notice and basis of such claim or demand and the amount thereof, to the extent known, to be made to the indemnifying party. Owner Except as otherwise provided herein, the indemnifying party shall be entitled have the right, at its option and expense and by giving notice of its election to assume do so within fifteen (15) days of the defense giving of the Indemnification Notice by the indemnified party, to defend against, negotiate, or settle any such claim or demand with counsel selected by the indemnifying party and reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in the defense, negotiation and/or settlement of any such Third Party Claim with counsel of its own choosing; provided that, after notice from the indemnifying party to the indemnified party of the indemnifying party's election to take control of the defense, negotiation and/or settlement of any Third Party Claim by written notice Claim, the indemnifying party shall not be liable 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 indemnified party for any legal or other expenses incurred by the Indemnifying indemnified party in connection with the defense, negotiation and/or settlement thereof. Notwithstanding the foregoing, with respect to any Third Party Claim, the defense, negotiation and/or settlement of which the indemnifying party has taken control, the indemnifying party shall be reasonably satisfactory to Owner. Owner shall be liable for pay the reasonable fees and expenses of the indemnified party's separate counsel employed by if (i) a conflict or potential conflict exists between the Indemnified Party for indemnified party and the indemnifying party that would make such separate representation advisable or (ii) the named parties to 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)include both the indemnified party and indemnifying party and the indemnified party in good faith determines that defenses are available to it that are unavailable to the indemnifying party. If Owner shall assume the defense of the Third Party Claim, then the Owner shall An indemnifying party may not compromise or settle any such Third Party Claim or demand without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) 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 of the Indemnified Partyconsent, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned; provided, however, that in respect 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 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 20.3to which the indemnifying party has not taken control of the defense, negotiation and/or settlement. In the Indemnified Party event the indemnifying party shall be permitted fail to participate in respond within fifteen (15) days after the Indemnification Notice is given, then the indemnified party may retain counsel and conduct the defense of such Third Party Claim and to employ counsel at thereof as it may in 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 behalfsole discretion deem 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 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 after (i) If any civil, criminal, administrative or investigative action or proceeding (any of the receipt foregoing, a "Claim") is threatened or commenced against any CoNext Indemnified Party that printCafe is obligated to defend, hold harmless or indemnify under SECTION 8(a), then notice thereof shall be given to printCafe as promptly as practicable; PROVIDED, HOWEVER, that any delay by any Person seeking indemnification the CoNext Indemnified Party in giving such notice shall not constitute a breach of this Agreement and shall not excuse printCafe's obligation under this Article XX SECTION 8(b)(i) except to the extent, if any, that printCafe is prejudiced by such delay. After such notice, printCafe shall be entitled, if it so elects in writing within ten (the “Indemnified Party”10) days after receipt of written notice such notice, to take control of the assertion defense and investigation of any claim by a third party with respect such Claim and to any matter in respect employ and engage attorneys of which indemnification may be sought hereunder (a “Third Party Claim”)its choice to handle and defend the same, the at printCafe's sole cost and expense. The CoNext Indemnified Party shall give written notice (cooperate in all reasonable respects with printCafe and its attorneys in the “Indemnification Notice”) to Owner investigation, trial and shall thereafter keep Owner reasonably informed with respect theretodefense of such Claim and any appeal arising therefrom; providedPROVIDED, howeverHOWEVER, that the failure of the CoNext Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner may, at its own cost and expense, participate through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failureappeal arising therefrom. Owner shall be entitled to assume In any Claim the defense of any Third Party Claim which is controlled by written notice to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; providedprintCafe, howeverprintCafe shall not, 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 CoNext Indemnified Party's prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheldwithheld or delayed), delayed compromise or conditionedsettle such Claim if: (A) such compromise or settlement would impose an injunction or other equitable relief upon any CoNext Indemnified Party; provided, however, that the Indemnified Party shall have no obligation to consent to any or (B) such compromise or settlement that (a) does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff of include a release of the CoNext Indemnified Party from all liability with respect relating 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 the CoNext Indemnified Party is indemnified hereunder. As long as entitled to be indemnified. (ii) After notice by printCafe to the Owner is contesting any such Third Party Claim on a timely basis, the CoNext Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of its election to assume full control of the defense of any Third Party such Claim as provided in this Section 20.3pursuant to SECTION 8(b)(i), printCafe shall not be liable to the CoNext Indemnified Party shall be permitted to participate for any legal expenses incurred thereafter by such CoNext Indemnified Party in connection with the defense of such Third Party that 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 appeal arising therefrom. If printCafe does not assume full control over the defense of a Claim pursuant to SECTION 8(b)(i), then printCafe may participate in such Third defense, at its sole cost and expense, and the CoNext Indemnified Party may defend and/or settle the Claim on its behalfin such manner as it may deem appropriate, at the cost and 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 togetherprintCafe.

Procedures. Promptly after (a) The Indemnitee agrees to give prompt notice to the receipt by Indemnitor of any Person seeking Claim hereunder. (b) In addition to, and not in limitation of, the foregoing, if any Claim for which Indemnitee would be entitled to indemnification under this Article XX (the “Indemnified Party”) Agreement arises out of written notice of the assertion of any a claim or liability asserted against or sought to be collected from Indemnitee by a third party with respect party, Indemnitee shall promptly give to any matter Indemnitor a Claim Notice in respect of which such Claim. Indemnitor shall have thirty (30) Business Days following the giving of a Claim Notice to it to notify Indemnitee whether or not Indemnitor elects to defend Indemnitee in respect of such Claim; and (i) If Indemnitor so elects to defend Indemnitee in respect of such Claim, Indemnitor shall either settle or, by appropriate proceedings, defend such Claim in a manner intended to protect the interests of Indemnitee; and Indemnitee shall cooperate as reasonably requested by Indemnitor in connection with such settlement or defense. Indemnitor shall (i) have the right to control the defense or settlement of the Claim involved, (ii) pay all costs and expenses of such proceedings incurred by it, and (iii) pay the amount of any resulting settlement, judgment or award if it shall be determined that such Claim is subject to 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 theretoby Indemnitor under this Agreement; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein Indemnitor 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 effect no settlement of such intention given within thirty (30) days after Claim if such settlement would affect the receipt by Owner liability of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party Indemnitee unless Indemnitee 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 Partythereto in writing, which consent shall not be unreasonably withheld, delayed or conditioned; providedwithheld. If Indemnitee desires to participate in, howeverwithout controlling, 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 basisdefense or settlement by Indemnitor, the Indemnified Party it may do so at Indemnitee's sole cost and expense and without affecting any rights Indemnitee may have against Indemnitor. (ii) If Indemnitor 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 so elect to defend Indemnitee in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense respect of such Third Party Claim, Indemnitee shall either settle or, by appropriate proceedings, defend such Claim in a manner intended to protect the interests of Indemnitor; and to employ counsel at its own expense Indemnitor shall cooperate as reasonably requested by Indemnitee in connection with such settlement or defense. Indemnitee shall (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 x) have the right to select separate counsel to participate in control the defense or settlement of the Claim involved and (y) be indemnified by Indemnitor for its reasonable costs and expenses of such Third Party defenses, and for the amount of any resulting settlement, judgment or award, if it shall be determined that such Claim on its behalfis subject to indemnification by Indemnitor under this Agreement; PROVIDED, at HOWEVER, that Indemnitee shall effect no settlement of such Claim if such settlement would affect the expense liability of Owner; provided that the Owner Indemnitor unless Indemnitor shall consent to such settlement in writing, which consent shall not be obligated unreasonably delayed or withheld. If Indemnitor desires to pay the expenses of more than one separate counsel for all Indemnified Partiesparticipate in, taken together.without controlling, any such defense or settlement by Indemnitee, it may do so at its sole cost and expense and without affecting any rights Indemnitor may have against Indemnitee. ARTICLE X

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 seven (a7) 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. (a) 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 which may give rise to any matter a claim for indemnification from an Indemnifying Party under this Agreement, an Indemnified Person shall notify the Indemnifying Party in writing of such claim and advise the Indemnifying Party whether the Indemnified Person intends to contest such claim. (b) The Indemnified Person shall permit the Indemnifying Party to contest and defend against such claim, at the Indemnifying Party's expense, if the Indemnifying Party has confirmed to the Indemnified Person in writing that it agrees that the Indemnified Person is entitled to indemnification hereunder in respect of which indemnification may such claim, unless the Indemnified Person can establish, by reasonable evidence, that the conduct of its defense by the Indemnifying Party could be sought hereunder (reasonably likely to prejudice such Indemnified Person due to the nature of the claims presented or by virtue of a “Third conflict between the interests of such Indemnified Persons and such Indemnifying Party Claim”)and another Indemnified Person whose defense has been assumed by the Indemnifying Party. Notwithstanding a determination by the Indemnifying Party to contest such claim, the Indemnified Party Person shall give written notice (have the “Indemnification Notice”) right to Owner be represented by its own counsel and shall thereafter keep Owner reasonably informed with respect thereto; providedaccountants at its own expense. In any case, however, that the failure of the Indemnified Party Person shall make available to give the Indemnifying Party notice as provided herein shall not relieve Owner of and its attorneys and accountants, at all reasonable times during normal business hours, all books, records, and other documents in its possession relating to such claim. The party contesting any of its obligations hereunder, except to the extent that Owner is materially prejudiced by such failure. Owner claim shall be entitled furnished all reasonable assistance in connection therewith by the other party (with reimbursement of reasonable expenses by the Indemnifying Party). If the Indemnifying Party fails to assume undertake the defense of or to settle or pay any Third such third-party claim within fifteen (15) days after the Indemnified Person has given notice to the Indemnifying Party Claim by written advising the Indemnifying Party of such claim, or if the Indemnifying Party, after having given notice to the Indemnified Party Person that it intends to undertake the defense, fails forthwith to defend, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such intention given within thirty claim including, without limitation, the settlement or full payment thereof upon such terms as it shall deem appropriate, in its sole discretion. (30c) days after The Indemnifying Party shall not consent to the receipt by Owner terms of the Indemnification Notice; provided, however, that counsel selected any compromise or settlement of any third-party claim defended 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 in accordance herewith (other than during any period during which terms related solely to the payment of money damages and only after the Indemnifying Party has furnished the Indemnified Party has failed Person with such evidence as the Indemnified Person may reasonably request of the Indemnifying Party's capacity and capability (financial and otherwise) to give notice pay promptly the amount of such Third Party Claim money damages at such times as provided above). If Owner shall assume in the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim settlement) without the prior written consent of the Indemnified Party, Person if as a result of such compromise or settlement such Indemnified Person could be adversely affected. (d) Any claim for indemnification under this Agreement which consent does not result from the assertion of a claim by a third party shall not be unreasonably withheld, delayed or conditioned; provided, however, that asserted by written notice given by the Indemnified Person to the Indemnifying Party. Such Indemnifying Party shall have no obligation a period of thirty (30) days within which to consent to any settlement that (a) respond thereto. If such Indemnifying Party does not includerespond within such thirty (30) day period, 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 Indemnifying Party shall be permitted deemed to participate in have accepted responsibility to make payment, and shall have no further right to contest the defense validity of such Third claim. If the Indemnifying Party Claim does respond within such thirty (30) day period and to employ counsel at its own expense (it being understood that Owner controls rejects such defense); provided, however, that, if the defendants claim 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 whole or additional defenses to such Indemnified Partyin part, such Indemnified Party Person shall then have the right be free to select separate counsel pursue such remedies as may be available to participate in the defense of such Third Party Claim on its behalfparty under applicable laws, 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 Partiesregulations, taken togetherrules or orders.

Procedures. Promptly after (a) Any claim under Section 9.2 or Section 9.3 shall be made in a written statement signed by the receipt by any Person party seeking indemnification under this Article XX (which shall specify in reasonable detail each individual item of Indemnifiable Loss and the “Indemnified Party”) of written notice estimated amount thereof, the date such item was claimed or the facts giving rise to such claim were discovered, the basis for any alleged liability and the nature of the assertion of breach or claim to which each such item is related. (b) If the indemnifying party does not pay the amount specified in 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 statement within thirty (30) days after it has been delivered by the receipt by Owner party seeking indemnification, the party seeking indemnification may enforce its right in accordance with law. (c) The party seeking indemnification in respect of any third party claim shall give the indemnifying party prompt notice of any Proceeding which might give rise to liability of the Indemnification Noticeindemnifying party for indemnification hereunder; provided, howeverthat failure to give the indemnifying party prompt notice will not relieve such indemnifying party of any liability to the indemnified party hereunder, except to the extent the indemnifying party demonstrates 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 such action is prejudiced by the Indemnified Party has failed indemnified party's failure to give notice of such Third Party Claim as provided above)notice. If Owner shall assume the defense of indemnifying party contests any third party claim, it will have the Third Party Claimoption to defend, then at the Owner shall not compromise or settle indemnifying party's expense, any such Third Party Claim without the prior written consent of the Indemnified Partymatter, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, provided that the Indemnified Party indemnified party shall have no obligation to consent to any settlement that (a) does not includethe right, as an unconditional term thereofat its own cost and expense, 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 claim or, if the indemnifying party elects not to employ counsel at defend the claim, to conduct the defense on its own expense (it being understood that Owner controls such defense)behalf. If the indemnifying party conducts the defense of a claim, neither party will enter into any settlement agreement without the other party's consent; provided, howeverthat the indemnified party shall not object to any proposed settlement which requires only the payment of money by the indemnifying party and does not involve any admissions or stipulations by the indemnified party or any injunctive or similar relief or any other contractual obligations affecting the indemnified party or its business and operations. The indemnified party shall cooperate with the indemnifying party in the defense, that, if compromise or settlement of any claim for which indemnification is sought. 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 indemnifying party elects not to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in conduct the defense of such Third Party Claim claim, the indemnified party shall be permitted to settle or compromise any such claim on its behalf, at the expense of Owner; provided that the Owner such terms as it deems appropriate and such settlement or compromise shall not prejudice its rights to indemnification hereunder. (d) Notwithstanding Section 9.5(c), if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary Indemnifiable Losses for which it would be obligated entitled to pay indemnification under this Agreement, the expenses indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of more than one separate counsel a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) A claim for all Indemnified Parties, taken togetherindemnification for any matter not involving a third- party claim may be asserted by notice to the party from whom indemnification is sought.