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 xxx for a refund or contest the claim in any permissible manner and to employ counsel at its own expense (it being understood that Owner controls prosecute such defense)contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; providedPROVIDED, howeverHOWEVER, that, if the defendants Company directs Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Executive on an after-tax and interest-free basis (the "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Executive in any Third Party Claim writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall include both pay to Executive an Owner and any Indemnified Partyadditional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated Executive agrees to pay the expenses amount of more than one separate counsel for all Indemnified Parties, taken togetherthe Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

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

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

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

Procedures. Promptly after the receipt by any Person seeking indemnification 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 (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 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 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 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 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 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 20.3good faith in contesting the claim, and (iv) permit the Indemnified Party shall be permitted Company to participate in any proceedings relating to the defense claim. You shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such Third Party Claim claim. If requested by the Company, you agree either to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner and to employ counsel at its own expense (it being understood that Owner controls prosecute such defense)contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; providedPROVIDED, howeverHOWEVER, that, if the defendants Company directs you to pay such claim and pursue a refund, the Company shall advance the amount of such payment to you on an after-tax and interest-free basis (the "ADVANCE"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in any Third Party Claim writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall include both pay to you an Owner and any Indemnified Partyadditional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated you agree to pay the expenses amount of more than one separate counsel for all Indemnified Parties, taken togetherthe Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

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

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

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

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

Procedures. Promptly after (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 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 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 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, suit, action, demand, or judgment for which indemnification may be is sought hereunder under this Agreement. COMPANY agrees, at its own expense, to provide attorneys reasonably acceptable to M.I.T. to defend against any such claim, whether or not such claims are rightfully brought. The Indemnitees shall extend reasonable cooperation to COMPANY in such defense and will permit COMPANY to conduct and control such defense and the disposition of such claim, suit, or action (a “Third Party Claim”including all decisions relative to litigation, appeal, and settlement), 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 any Indemnitee shall have the failure right to retain its own counsel, at the expense of COMPANY, if representation of such Indemnitee by the counsel retained by COMPANY would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel. COMPANY agrees to keep M.I.T., WXXXXXXXX, HARVARD and HOSPITAL (as applicable) informed of the Indemnified Party progress in the defense and disposition of such claim and to give consult with M.I.T., WXXXXXXXX, HARVARD and HOSPITAL (as applicable) with regard to any proposed settlement. Notwithstanding anything to the Indemnifying Party notice as provided herein contrary in this Agreement, COMPANY shall not relieve Owner enter into any settlement, consent judgment, or other voluntary final disposition of any of its obligations hereunder, except to claim that has a material adverse effect on the extent that Owner is materially prejudiced by such failure. Owner shall be entitled to assume the defense rights of any Third Party Claim Indemnitee(s) hereunder or admits any wrongdoing or fault by written notice to the Indemnified Party of such intention given within thirty (30any Indemnitee(s) days after the receipt by Owner of the Indemnification Notice; providedor imposes on any Indemnitee(s) any payment or other liability, 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 such Indemnitee(s). In the Indemnified Partycase of HHMI Indemnitee, which consent notice shall be given reasonably promptly following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI Indemnitee to give reasonably prompt notice to COMPANY of any such claim shall not be unreasonably withheldaffect the rights of such HHMI Indemnitee, delayed unless, and then only to the extent that such a delay or conditioned; providedfailure is prejudicial to or otherwise adversely affects COMPANY. COMPANY shall not settle any Claims against any HHMI Indemnitee without HHMI’s written consent, however, that the Indemnified Party shall have no obligation to consent to any settlement that where (a) does such settlement would include an admission of liability on the part of any HHMI Indemnitee, (b) such settlement would impose any restrictions on any HHMI Indemnitee’s conduct of any of its activities, or (c) such settlement would not include, as include an unconditional term thereof, the giving by the claimant or the plaintiff of a release of the Indemnified Party all HHMI Indemnitees from all liability with respect for claims that are the subject matter of the settled Claim. COMPANY agrees, at its own expense, 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 provide attorneys to defend against any such Third Party Claim on a timely basisClaim, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner to keep HHMI informed of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate progress in the defense and disposition of any such Third Party Claim Claim, and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in consult with HHMI with regard to 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 togetherproposed settlement.

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

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

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

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

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

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

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

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

Procedures. Promptly after 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 (a) Notwithstanding anything to the receipt by any Person seeking contrary herein, no Indemnified Party shall be entitled to indemnification under this Article XX (the “Indemnified Party”) of written notice of the assertion of any XI for a claim by that is not 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 Third-Party Claim covered by Section 11.4 unless it has duly delivered a written notice to the Indemnifying Party (a "Notice of Claim") before the applicable survival period set forth in Section 11.1 setting forth: (i) a statement that such Indemnified Party believes an indemnification obligation has been triggered or that in good faith that there is or has been a breach or non-performance of a covenant or obligation contained in this Agreement, with reference to the specific source of the covenant or obligation, and that such intention given within thirty Indemnified Party is entitled to be held harmless and indemnified under this Article XI, (ii) a brief description of the circumstances supporting such Indemnified Party's reasonable belief that there is or has been such a breach or payment obligation triggered and (iii) to the extent then known and practicable, a good faith estimate of the aggregate dollar amount of actual and potential Losses for which it is entitled to be indemnified hereunder and that have arisen and may arise as a result of the breach (the "Claimed Amount"). (b) If during the 30) days after -Business Day period commencing upon the receipt by Owner of a Notice of Claim, the Indemnifying Party delivers to the Indemnified Party a written response (the "Response Notice") in which the Indemnifying Party objects to the payment of some or all of the Claimed Amount to such Indemnified Party, the Indemnifying Party and such Indemnified Party shall attempt in good faith to resolve the dispute. (c) If the Indemnifying Party and Indemnified Party are unable to resolve the dispute during the 30-day period commencing upon the receipt of the Response Notice by the Indemnified Party, then such dispute (and any other disputes relating to the Claimed Amount or the related Indemnification Claim) shall be settled by any legally available in accordance with the procedures in Section 13.10 or as otherwise agreed in writing between the parties. If the Indemnifying Party fails to timely deliver a Response Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory deemed to Owner. Owner have accepted, and 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 thereofresponsible for, 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 togetherClaimed Amount.

Procedures. Promptly after the TFS and each Selling Party agree that, upon receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) either party of written notice of the assertion of any a third-party claim by a third party with respect to any matter in respect of which indemnity may be sought under this Article VIII, said party (the "Claimant") shall give written notice within 15 days of such claim (the "Notice of Claim") to the party from whom indemnification may be sought hereunder (a “Third Party Claim”the "Indemnitor"), the Indemnified Party . No indemnification under this Article VIII shall give written notice (the “Indemnification Notice”) be available to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party any party who fails to give the Indemnifying Party required Notice of Claim within 15 days if the party to whom such notice as provided herein shall not relieve Owner should have been given was unaware of any of its obligations hereunder, except to the extent that Owner is materially claim and was prejudiced by such failurethe failure to receive the Notice of Claim in a timely manner. Owner The Indemnitor 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 at its own expense 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 any claim or action against the defendants in any Third Party Claim Claimant. The Indemnitor 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 assume the entire defense of such claim provided that (a) Indemnitor gives written notice of its desire to defend such claim (the "Notice of Defense") to the Claimant within 15 days after Indemnitor's receipt of the Notice of Claim; (b) Indemnitor's defense of such claim shall be without cost of Claimant or prejudice to Claimant's rights under this Article VIII; (c) counsel chosen by Indemnitor to defend such claim shall be reasonably acceptable to Claimant; (d) the Indemnitor shall bear all costs and expenses in connection with the defense of such claim; (e) Claimant shall have the right, at Claimant's expense, to have Claimant's counsel participate in the defense of such Third Party Claim on claim; and (f) Claimant shall have the right to receive periodic reports from Indemnitor and Indemnitor's counsel with respect to the status and details of the defense of such claim and shall have the right to make direct inquiries to Indemnitor's counsel in this regard. Solely for the purpose of subparagraph (f) above, Indemnitor shall waive 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 togetherattorney-client privilege.

Procedures. Promptly after The following procedures shall govern claims for indemnification made pursuant to Sections 10.1 and 10.3. (a) In order for a party (the receipt "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement pursuant to Sections 10.1 or 10.3 in respect of, arising out of or involving a claim made by any Person seeking indemnification under this Article XX (other than the “Indemnified Party”indemnifying party) against the indemnified party (a "THIRD PARTY CLAIM"), such indemnified party must notify the indemnifying party in writing (and in reasonable detail) of the Third Party Claim within 10 Business Days after receipt by such 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”); PROVIDED, the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, howeverHOWEVER, 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 the indemnifying party shall have been prejudiced as a result of such failure (except that Owner the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is materially prejudiced by such failure. Owner made, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses (by written notice within 30 days after it receives notice from the indemnified party or at any time thereafter if a diligent and good faith defense is not being or ceases to be conducted and such conduct is not remedied within 30 days after notice in writing by the indemnifying party), to assume the defense thereof with counsel selected by the indemnifying party unless (a) the indemnifying party shall not have taken any action to defend such Third Party Claim within 30 days after assuming the defense, or (b) the indemnified party shall have reasonably concluded that there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of the defense of such Third Party Claim, in which case and notwithstanding any other provision of this Section 10.6, the indemnified party shall be entitled to conduct and control the defense thereof and the reasonable fees and disbursements of such indemnified party's counsel shall be at the expense of the indemnifying party. Should the indemnifying party elect to assume the defense of a Third Party Claim, 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 defense thereof; PROVIDED, HOWEVER, the indemnified party 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 indemnifying party, it being understood that the indemnifying party shall control such defense, and if the Third Party Claim is one that by written notice its nature cannot be defended solely by the indemnifying party, the indemnified and indemnifying party shall coordinate with respect to the Indemnified Party defense 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 Ownermatter. Owner The indemnifying party shall be liable for the any fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which Owner the indemnifying party has not assumed the defense of any Third Party Claim thereof (other than during any period during in which the Indemnified Party has indemnified party shall have failed to give notice of such the Third Party Claim as provided above). If Owner shall assume the defense of the indemnifying party chooses to defend or prosecute a Third Party Claim, then all the Owner indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or settle discharge, such Third Party Claim without the indemnifying party's prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld). The indemnifying party, 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 if it has assumed the defense of any Third Party Claim as provided in this Section 20.310.6, shall not consent to a settlement of, or the Indemnified Party shall be permitted to participate in the defense entry of any judgment arising from, any such Third Party Claim and without the indemnified party's prior written consent (which consent shall not be unreasonably withheld) unless such settlement or judgment (a) relates solely to employ counsel at its own expense monetary damages for which the indemnifying party shall be responsible, (it being understood that Owner controls such defense); provided, however, that, if b) includes as an unconditional term thereof 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 release of the availability of different or additional defenses indemnified party from all liability 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 and, (c) will not otherwise have a material effect 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 togetherindemnified party.

Procedures. Promptly after the receipt by any Person seeking (i) If a Buyer Indemnified Party wishes to seek indemnification under this Article XX Section 9.2 the Buyer Indemnified Party shall give written notice thereof to the Seller (the “Indemnified Indemnifying Party”) of written notice of ); provided, that in the assertion case of any claim action or lawsuit brought or asserted by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”)) that would entitle the Buyer Indemnified Party to indemnity hereunder, the Buyer Indemnified Party shall give written notice (promptly notify the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoIndemnifying Party of the same in writing; provided, howeverfurther, that the failure of the Indemnified Party to give so notify the Indemnifying Party notice as provided herein promptly shall not relieve Owner of any the Indemnifying Party of its obligations hereunder, indemnification obligation hereunder except to the extent that Owner is the Indemnifying Party has been materially prejudiced thereby. Any request for indemnification made by a Buyer Indemnified Party shall be in writing, shall specify in reasonable detail the basis for such claim, the facts pertaining thereto and, if known and quantifiable, the amount thereof (a “Claim Notice”). If the Indemnifying Party objects to the indemnification of a Buyer Indemnified Party in respect of any claim or claims specified in any Claim Notice, the Indemnifying Party, shall deliver a written notice specifying in reasonable detail the basis for such objection to Buyer, on behalf of the Buyer Indemnified Party, within ten (10) Business Days after delivery by the Buyer Indemnified Party of such Claim Notice (the “Dispute Statement”). If a Dispute Statement is not received by Buyer within such ten (10) Business Day period, the amount set forth in the Claim Notice shall be deemed accepted by the Indemnifying Party. If the Indemnifying Party delivers to Buyer a Dispute Statement applicable to all or any portion of a claim within the period for delivery of the same set forth above, then the amount in dispute by such failure. Owner Indemnifying Party in such Dispute Statement shall not be payable to the Buyer Indemnified Party until either (x) Buyer and the Seller jointly agree in writing to the resolution of the amount in dispute in such Dispute Statement, or (y) a court of competent jurisdiction enters a final non-appealable order regarding the claim and the amount in dispute in such Dispute Statement, accompanied by a written opinion of a counsel of the presenting party to the effect that the court award, judgment or order is from a court of competent jurisdiction and that such court award, judgment or order is final and non-appealable. (ii) So long as the Indemnifying Party acknowledges in writing that it will be liable for any such Third Party Claim, the Indemnifying Party shall be entitled at its option to assume the defense of such Third Party Claim and the Buyer Indemnified Party shall cooperate fully, at the Indemnifying Party’s sole cost and expense, and shall be entitled to reasonably consult with the Indemnifying Party with respect to such defense; provided, that the 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 if: (30i) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall would be reasonably satisfactory required to Owner. Owner shall be liable for indemnify the fees and expenses of counsel employed by the Buyer Indemnified Party for less than half of the Losses that are reasonably foreseeable to result from any period during which Owner has not assumed the defense of any such Third Party Claim Claim, (other than during any period during which the Indemnified Party has failed to give notice of ii) such Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claimrelates to or arises in connection with any criminal proceeding, then the Owner shall not compromise action, indictment, allegation or settle investigation or (iii) such Third Party Claim without the prior written consent of seeks or involves an injunction, equitable or other non-monetary relief against 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, thatforegoing, if the defendants in any Third Party Claim shall such action include both an Owner the Indemnifying Party and any the Buyer Indemnified Party, and the Buyer Indemnified Party reasonably in good faith shall have concluded that there may be a conflict between the positions of the Indemnifying Party and the Buyer Indemnified Party in conducting the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then the Buyer 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 assume such legal defenses and to otherwise participate in the defense of such Third Party Claim action on its behalfbehalf of the Buyer Indemnified Party, in which case the reasonable fees and expenses of such counsel shall be at the expense of Owner; provided the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Buyer Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of any judgment that (A) provides for relief other than the Owner payment of monetary damages that are fully indemnified by the Indemnifying Party hereunder or (B) does not include as an unconditional term thereof the giving by the claimant to the Buyer Indemnified Party a release from all liability in respect to such claim. (iii) If the Indemnifying Party is not entitled at its option to assume the defense of any Third Party Claim pursuant to Section 9.2(b)(ii), the Indemnifying Party shall not be obligated entitled to pay reasonably consult with the expenses Buyer Indemnified Party with respect to, and participate with counsel of more than one separate counsel for all its choosing (at its expense) in, such defense. The Buyer Indemnified PartiesParty shall not, taken togetherwithout the written consent of the Indemnifying Party, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect thereto. (iv) In the case of conflict between this Section 9.2(b) and Section 7.2(c), Section 7.2(c) shall control.

Procedures. Promptly after (i) If an Indemnitee intends to seek indemnification pursuant to Section 5.14(a) or (b) (“Special Indemnification”), such Indemnitee shall promptly, but in no event more than twenty (20) calendar days following such Indemnitee’s knowledge of such claim, notify the receipt by any Person seeking indemnification under this Article XX applicable indemnitor (the “Indemnified PartyIndemnitor”) in writing of written notice such claim for Special Indemnification, describing (A) the basis for such claim in reasonable detail and (B) the amount or estimated amount of such Damages or such other indemnifiable amount (if known and quantifiable) (a “Special Claim Notice”); provided, that any delay or failure to so notify the assertion Indemnitor shall only relieve the Indemnitor of its obligations hereunder to the extent, if at all, that the Indemnitor is prejudiced by reason of such delay or failure. (ii) Any Indemnitee seeking Special Indemnification shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by a third party with respect to such Indemnitee and in otherwise resolving such matters (including any matter assistance and cooperation as may be reasonably required 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 Indemnitor’s assumption or prosecution of any Third Party Claim by written notice pursuant to Section 5.14(e)). Such assistance and cooperation shall include providing reasonable access to and copies of information, properties, records and documents relating to such matters, furnishing employees to assist in the Indemnified Party investigation, defense and resolution of such intention given within thirty matters and providing reasonable legal and business assistance with respect to such matters. (30iii) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory With respect 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 (indemnification 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 Indemnitor shall not compromise or settle such Third Party Claim without the prior written consent have twenty (20) Business Days from receipt of the Indemnified PartySpecial Claim Notice from the relevant Indemnitee within which to respond thereto. If the Indemnitor does not respond within such twenty (20) Business Day period, which consent it shall not be unreasonably withheld, delayed or conditioned; provided, however, that deemed to have accepted responsibility to make payment and shall make payment by the Indemnified Party expiration of the twenty (20) Business Day period and shall have no obligation further right to consent to any settlement contest the validity of such indemnification claim. If the Indemnitor notifies such Indemnitee within such twenty (20) Business Day period that (a) does not includeaccept responsibility for such indemnification claim in whole or in part, such Indemnitee shall be free to pursue such remedies in respect of such indemnification claim as an unconditional term thereofmay be available to such Indemnitee under applicable Law and in accordance with the other applicable terms and provisions of this Agreement, the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability and payment 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 indemnification claim shall be permitted to participate in made within ten (10) Business Days following the defense of day 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 togetherdispute is finally resolved.

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

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

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

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

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

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

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

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

Procedures. Promptly after the receipt by any Person seeking indemnification under this Article XX (the “Purchaser's Indemnified Party”) of Persons shall give Seller prompt written notice of any written claim, demand, assessment, action, suit or proceeding to which the assertion indemnity set forth in this Section 15 applies (the "Indemnification Notice"). If the document evidencing such claim or demand is a court pleading, Purchaser shall give such notice within ten (10) days of receipt of such pleading, otherwise, Purchaser shall give such notice within thirty (30) days of the date it receives written notice of such claim. Failure to give timely notice, including the Indemnification Notice, of a matter which may give rise to an indemnification claim shall not affect the rights of Purchaser's Indemnified Persons to collect such Loss from Seller so long as such failure to so notify does not materially adversely affect Seller's ability to defend such Loss against a third party. If Purchaser's Indemnified Persons' request for indemnification arises from the claim of a third party, the written notice, including the Indemnification Notice, shall permit Seller to assume control of the defense of any claim such claim, or any litigation resulting from such claim. Failure by Seller to notify Purchaser's Indemnified Persons of its election to defend a complaint by a third party with respect to any matter in respect of which indemnification may within ten (10) days shall 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 waiver by Seller of its obligations hereunder, except right to the extent that Owner is materially prejudiced by respond to such failure. Owner shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such intention given complaint and within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party notice thereof shall be reasonably satisfactory a waiver by Seller of its right to Owner. Owner shall be liable for the fees and expenses assume control 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)claim or action. If Owner shall assume Seller assumes control of the defense of such claim or litigation resulting therefrom, Seller shall take all reasonable steps necessary in the Third Party Claimdefense or settlement of such claim or litigation resulting therefrom and Seller hold Purchaser's Indemnified Persons, then to the Owner extent provided in this Section 14, harmless from and against all Seller's Losses arising out of or resulting from any settlement approved by Seller or any judgment in connection with such claim or litigation. Notwithstanding Seller's assumption of the defense of such third-party claim or demand, Purchaser's Indemnified Persons shall not compromise have the right to participate in the defense of such third-party claim or settle demand at its own expense. Seller shall not, in the defense of such Third Party Claim without the prior claim or litigation, consent to entry of any judgment or enter into any settlement, except in either case with written consent of the Purchaser's Indemnified PartyPersons, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the . Purchaser's Indemnified Party Persons shall furnish Seller in reasonable detail all information Purchaser's Indemnified Persons may 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, third-party claim and shall make available to Seller and its representatives all records and other similar materials which are reasonably required in the Indemnified Party defense of such third-party claim and shall otherwise cooperate with and assist Seller in the defense of such third-party claim. If Seller does not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner assume control of the defense of any Third Party Claim such third-party claim or litigation resulting therefrom, Purchaser's Indemnified Persons may defend against such claim or litigation in such manner as provided it may reasonably deem appropriate, and Seller shall indemnify Purchaser's Indemnified Persons from any Purchaser's Loss indemnifiable under Section 14.1 incurred in connection therewith. All statements of fact contained in any written statement, certificate, schedule, exhibit, or other document delivered to Purchaser by or on behalf of Seller pursuant to Section 7 of this Section 20.3, the Indemnified Party Agreement shall be permitted to participate in the defense deemed representations and warranties 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 togetherSeller hereunder.

Procedures. Promptly after (a) In order for a party (the receipt "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person seeking indemnification under this Article XX against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party (the “Indemnified Party”"indemnifying party") in writing (and in reasonable detail) of written the Third Party Claim within [REDACTED] after receipt by such indemnified party of 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 such notification shall not relieve Owner of any of its obligations hereunder, affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that Owner the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within [REDACTED] time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is materially prejudiced by such failure. Owner made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of any a 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 expenses subsequently incurred by the Indemnifying Party indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall be reasonably satisfactory have the right to Ownerparticipate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. Owner The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which Owner the indemnifying party has not assumed the defense of any Third Party Claim thereof (other than during any period during in which the Indemnified Party has indemnified party shall have failed to give notice of such the Third Party Claim as provided above). If Owner shall assume the defense of the indemnifying party chooses to defend or prosecute a Third Party Claim, then all the Owner indemnified parties 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 cooperate 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 or prosecution thereof. Such cooperation shall include both an Owner the retention and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict (upon the indemnifying party's request) the provision to the indemnifying party 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.records and

Procedures. Promptly after In the receipt by event any Person seeking indemnification demands or claims are asserted against a Purchaser Indemnified Party or any actions, suits or proceedings are commenced against a Purchaser Indemnified Party for which Shareholder is obligated to indemnify a Purchaser Indemnified Party under this Article XX (Section 9.01, then 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 Purchaser Indemnified Party shall give written prompt notice (the “Indemnification Notice”) thereof to Owner and shall thereafter keep Owner reasonably informed Shareholder, 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 a copy to the extent Escrow Agent, in order to permit Shareholder the necessary time to evaluate the merits of such demand, claim, action, suit or proceeding and defend, settle or compromise the same so that Owner is Shareholder's interests are not materially prejudiced by prejudiced. Within thirty (30) calendar days after such failure. Owner notice, Shareholder shall be entitled to assume the defense of any Third Party Claim thereof by written notice to the Purchaser Indemnified Party of such intention given within thirty (30) days after with counsel chosen by Shareholder and reasonably acceptable to the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party Purchaser Indemnified Party. The Shareholder shall be reasonably satisfactory to Owner. Owner shall not be liable for the fees and any costs or expenses of counsel employed incurred by the a Purchaser Indemnified Party in connection with any demand, claim, action, suit or proceeding for any period during which Owner has Shareholder is obligated to indemnify the Purchaser Indemnified Party under this Section 9.01, provided that the Shareholder Representative shall have assumed the defense thereof in accordance with this Section 9.01. The Purchaser Indemnified Parties shall be entitled to participate in (but not assumed control) 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)action, with its counsel and at its own expense. 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) Shareholder 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 assumes the defense of any Third Party Claim as provided such claim or litigation resulting therefrom in this Section 20.3a timely fashion, the (a) a Purchaser Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, at Shareholder's expense, including, but not limited to, settling such claim or litigation, after giving notice of the same to Shareholder, on such terms as such Purchaser Indemnified Party may deem appropriate, and (b) Shareholder shall be permitted entitled to participate in (but not control) the defense of such Third Party Claim action, with its own counsel 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 togetherexpense.

Procedures. Promptly after (a) In order for a party (the receipt "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person seeking indemnification under this Article XX against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party (the “Indemnified Party”"indemnifying party") in writing (and in reasonable detail) of written the Third Party Claim within 15 business days after receipt by such indemnified party of 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 such notification shall not relieve Owner of any of its obligations hereunder, affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that Owner the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days' time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is materially prejudiced by such failure. Owner made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of any a 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 expenses subsequently incurred by the Indemnifying Party indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall be reasonably satisfactory have the right to Ownerparticipate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. Owner The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which Owner the indemnifying party has not assumed the defense of any Third Party Claim thereof (other than during any period during in which the Indemnified Party has indemnified party shall have failed to give notice of such the Third Party Claim as provided above). If Owner shall assume the defense of the indemnifying party chooses to defend or prosecute a Third Party Claim, then all the Owner indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party 35 assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or settle discharge, such Third Party Claim without the indemnifying party's prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, delayed or conditioned; provided, however, that the Indemnified Party indemnified party shall have no obligation to consent agree to any settlement that (a) does not includesettlement, as an unconditional term thereof, the giving by the claimant compromise or the plaintiff discharge of a release of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves that the imposition indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount 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 liability in connection with such Third Party Claim. Notwithstanding , which releases the assumption by the Owner of the defense of any Third Party Claim as provided indemnified party completely in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of connection with such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if would not otherwise materially adversely affect 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 togetherindemnified party.

Procedures. Promptly after If Tenant desires to assign this Lease or any interest therein or sublet all or part of the receipt by any Person seeking indemnification under this Article XX Premises, Tenant shall give Landlord written notice thereof and the terms proposed (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”"Sublease Notice"), which Sublease Notice, in the Indemnified Party case of a proposed sublease, shall give written notice designate the space proposed to be sublet. Landlord shall have the prior right and option (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 exercised by written notice to the Indemnified Party of such intention Tenant given within thirty sixty (3060) days after the receipt by Owner of Tenant's notice) (i) to sublet from Tenant any portion of the Indemnification Notice; providedPremises proposed by Tenant to be sublet, howeverfor the term for which such portion is proposed to be sublet, that counsel selected by but at the Indemnifying Party lesser of the proposed sublease rent or the same rent (including Additional Rent as provided for in Paragraph 7 above) as Tenant is required to pay to Landlord under this Lease for the same space, computed on a pro rata square footage basis, and during the term of such sublease Tenant shall be reasonably satisfactory released of its obligations under this Lease with regard to Owner. Owner shall the subject space, (ii) to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be liable for sublet, or (iii) to approve Tenant's proposal to sublet conditional upon Xxxxxxxx's subsequent written approval of the fees specific sublease obtained by Xxxxxx 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)specific subtenant named therein. If Owner shall assume the defense of the Third Party ClaimLandlord exercises its option in (i) above, then Landlord may, at Landlord's sole cost, construct improvements in the Owner shall not compromise or settle such Third Party Claim without subject space and, so long as the prior written consent of the Indemnified Partyimprovements are suitable for general office purposes, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party Landlord shall have no obligation to consent restore the subject space to any settlement that (a) does not include, as an unconditional term thereof, its original condition following the giving by the claimant or the plaintiff of a release termination of the Indemnified Party sublease. If Landlord exercises its option described in (iii) above, then Tenant shall have three (3) months thereafter to submit to Landlord, for Landlord's written approval, Xxxxxx's proposed sublease agreement (in which the proposed subtenant shall be named, and which agreement shall otherwise meet the requirements of Paragraph 13.e. below), together with a current financial statement of such proposed subtenant and any other information reasonably requested by Landlord. If Tenant fails to submit the specific sublease and other required information within such time, or if the terms of the specific sublease submitted by Tenant vary from all the terms set forth in the Sublease Notice approved by Landlord pursuant to (iii) above, then Tenant shall be required to submit a new Sublease Notice for Landlord's evaluation pursuant to the procedures set forth in this paragraph. If Landlord fails to exercise any such option to sublet or to terminate, this shall not be construed as or constitute a waiver of any of the provisions of Paragraphs 13.a., b., c. or d. herein. If Landlord exercises any option to sublet or to terminate, any costs of demising the portion of the Premises affected by such subleasing or termination shall be borne by Tenant. In addition, Landlord shall have no liability for any real estate brokerage commission(s) or 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 costs and expenses that Tenant may have incurred in connection with its proposed subletting, and Xxxxxx agrees to indemnify, defend and hold Landlord and all other Indemnitees harmless from and against any and all Claims (as defined in Paragraph 14.b. below), including, without limitation, claims for commissions, arising from such proposed subletting. Xxxxxxxx's foregoing rights and options shall continue throughout the entire term of any Third Party Claim as provided this Lease. For purposes of this Paragraph 13.d., a proposed assignment of this Lease in this Section 20.3, the Indemnified Party whole or in part shall be permitted to participate in the defense deemed a proposed subletting 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 togetherspace.

Procedures. Promptly after (a) If the receipt by any Person seeking indemnification under this Article XX (the “Indemnified Party”) of written Purchaser receives notice of the assertion or commencement of any claim Third-Party Claim against the Corporation for which the Vendor is obligated to provide indemnification under this Agreement, the Purchaser will give the Vendor reasonably prompt written notice thereof, but in any event not later than ten (10) days after receipt of such written notice of such Third-Party Claim. Such notice by a third party with respect to any matter the Purchaser will describe the Third-Party Claim in respect reasonable detail, will include copies of which indemnification all available material, written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sought hereunder sustained by the Vendor. The Vendor will have the right to participate in, or, by giving written notice to the Purchaser, to assume, the defense of any Third-Party Claim at the Vendor's own expense and by the Vendor's own counsel (reasonably satisfactory to the Purchaser), and the Vendor will cooperate in good faith in such defense. (b) If, within ten (10) days after giving notice of a “Third Third-Party Claim”Claim to the Vendor pursuant to Section 7.3(a), the Indemnified Party shall give Purchaser receives written notice (from the “Indemnification Notice”) Vendor that the Vendor has elected to Owner and shall thereafter keep Owner reasonably informed assume the defense of such Third-Party Claim as provided in the last sentence of Section 7.3(a), the Vendor will not be liable for any legal expenses subsequently incurred by the Purchaser in connection with respect theretothe defense thereof; provided, however, that if the failure of the Indemnified Party Vendor fails to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunder, except take reasonable steps necessary to the extent that Owner is materially prejudiced by defend diligently such failure. Owner shall be entitled to assume the defense of any Third Third-Party Claim by written notice to the Indemnified Party of such intention given within thirty ten (3010) days after receiving written notice from the receipt by Owner Purchaser that the Purchaser reasonably believes the Vendor has failed to take such steps or if the Vendor has not undertaken fully to indemnify the Purchaser in respect of all Damages relating to the Indemnification Notice; providedmatter, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall Purchaser may assume its own defense and the Vendor will be liable for the fees all reasonable costs and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above)paid or incurred in connection therewith. If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or settle such Third Party Claim without Without the prior written consent of the Indemnified PartyPurchaser, which consent shall not be unreasonably withheldwithheld or delayed, delayed the Vendor will not enter into any settlement of any Third-Party Claim which would lead to liability or conditioned; providedcreate any financial or other obligation on the part of the Purchaser for which the Purchaser is not entitled to indemnification hereunder, howeveror which provides for injunctive or other non-monetary relief applicable to the Purchaser, or does not include an unconditional release of the Purchaser. If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Purchaser for which the Purchaser is not entitled to indemnification hereunder and the Vendor desires to accept and agree to such offer, the Vendor will give written notice to the Purchaser to that effect. If the Indemnified Party shall have no obligation Purchaser fails to consent to any settlement that such firm offer within five (a5) does not include, as an unconditional term thereofdays after its receipt of such notice, the giving by Purchaser may continue to contest or defend such Third-Party Claim and, in such event, the claimant or the plaintiff of a release maximum liability of the Indemnified Party from all liability with respect Vendor to the Purchaser as to such Third Third-Party Claim or will not exceed the amount of such settlement offer. The Purchaser will provide the Vendor with reasonable access during normal business hours to books, records and employees (bif still in their employ) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the Purchaser necessary in connection with the Vendor's defense of any Third Third-Party Claim which is the subject of a claim for indemnification by the Purchaser hereunder. (c) Any claim by the Purchaser against the Vendor on account of Damages which does not result from a Third-Party Claim (a "Direct Claim") will be asserted by giving the Vendor reasonably prompt written notice thereof, but in any event not later than ten (10) days after the Purchaser becomes aware of such Direct Claim. Such notice by the Purchaser will describe the Direct Claim in reasonable detail, will include copies of all available material, written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Purchaser. The Vendor will have a period of thirty (30) days after receipt thereof within which to respond in writing to such Direct Claim. If the Vendor does not respond in writing within the thirty (30) day period, the Vendor will be deemed to have rejected such Direct Claim and the Purchaser will be free to pursue remedies available to the Vendor on the terms and subject to the provisions of this Agreement. (d) A failure to give timely notice or to include any specified information in any notice as provided in this Section 20.37.3(a), 7.3(b) or 7.3(c) will not affect the Indemnified Party shall be permitted rights or obligations of any party hereunder, except and only to participate in the defense extent that, as a result of such Third Party Claim and failure, any party which was entitled to employ counsel at receive such notice was deprived of its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense recover any payment under its applicable insurance coverage or was otherwise materially prejudiced as a result of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherfailure.

Procedures. (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 Purchaser shall give Sellers prompt notice of any written claim, demand, assessment, action, suit or proceeding to which the indemnity set forth in this section 13 applies. If the document evidencing such claim or demand is a court pleading, Purchaser shall give such notice within ten days of receipt by any Person seeking indemnification under this Article XX (of such pleading, otherwise, Purchaser shall give such notice within 30 days of the “Indemnified Party”) of date it receives written notice of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the assertion rights of Purchaser's Indemnified Persons to collect such Loss from Sellers so long as such failure to so notify does not materially adversely affect Sellers' ability to defend such Loss against a third party. If Purchaser's request for indemnification arises from the claim of a third party, the written notice shall permit Sellers to assume control of the defense of any claim such claim, or any litigation resulting from such claim. Failure by Sellers to notify Purchaser of its election to defend a complaint by a third party with respect within five days shall be a waiver by Sellers of its right to any matter in respect respond to such complaint and within twenty days after notice thereof shall be a waiver by Sellers of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) its right to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure assume control of the defense of such claim or action. If Sellers assume control of the defense of such claim or litigation resulting therefrom, Sellers shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Sellers shall hold Purchaser's Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve Owner of any of its obligations hereunderPersons, except to the extent that Owner is materially prejudiced provided in this section 13, harmless from and against all Loss arising out of or resulting from any settlement approved by Sellers or any judgment in connection with such failureclaim or litigation. Owner shall be entitled to assume Notwithstanding Sellers' assumption of the defense of any Third Party Claim by written notice such third-party claim or demand, Purchaser shall have the right to the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Owner has not assumed participate in the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such Third Party Claim as provided above)third-party claim or demand at its own expense. If Owner Sellers shall assume not, in the defense of the Third Party Claimsuch claim or litigation, then the Owner shall not compromise consent to entry of any judgment or settle such Third Party Claim without the prior enter into any settlement, except in either case with written consent of the Indemnified PartyPurchaser, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party . Purchaser shall furnish Sellers in reasonable detail all information Purchaser may 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, third-party claim and shall make available to Sellers and its representatives all records and other similar materials which are reasonably required in the Indemnified Party defense of such third-party claim and shall otherwise cooperate with and assist Sellers in the defense of such third-party claim. If Sellers do not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner assume control of the defense of any Third Party Claim such third-party claim or litigation resulting therefrom, Purchaser may defend against such claim or litigation in such manner 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 Partymay reasonably deem appropriate, and such Sellers shall indemnify Purchaser's 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 Persons from any Loss indemnifiable under section 13.01 incurred 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 (a) In order for a 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 third Person against the Indemnified Party (a “Third Party Claim”), the such Indemnified Party shall give deliver notice thereof to the Sellers (by means of delivery to the Sellers Representative) or the Buyer, as applicable (the Sellers or the Buyer in such case are referred to herein as the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of written notice (of the “Indemnification Notice”) to Owner Third Party Claim and shall thereafter keep Owner reasonably informed provide the Indemnifying Party with such information with respect theretothereto as the Indemnifying Party may reasonably request; provided, however, that the failure of the Indemnified Party to give provide such notice shall not release the Indemnifying Party notice as provided herein shall not relieve Owner of from any of its obligations hereunder, under this Article except to the extent that Owner the Indemnifying Party 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 . (30b) 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 in connection with any period during Third Party Claim with respect to which Owner has the Indemnifying Party is required hereunder to indemnify the Indemnified Party, and shall not assumed be entitled to assume 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 unless first consented to in the defense sole discretion of the Third Indemnified Party. The Indemnified Party Claim, then the Owner shall not enter into any settlement or compromise or settle consent to the entry of any judgment with respect to any such Third Party Claim without the prior written consent of the Indemnified Indemnifying Party, which such consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. (c) Sellers Representative shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice of such Third Party Claim from the Indemnified Party, to assume the defense of any such Third Party Claim with its own counsel and the expense of the Sellers and Warrant Holders. Notwithstanding the foregoing, the Sellers Representative shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. If Sellers Representative elects to assume the defense of a Third Party Claim, then: (i) The Buyer shall have the right to employ separate counsel and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer unless (i) the employment of such counsel shall have been specifically authorized in writing by the Sellers Representative or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both Buyer and the Indemnifying Party, and the Buyer reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and the Buyer may present such counsel with a conflict of interest; and (ii) The Buyer shall make reasonably available to Sellers Representative all pertinent books, records and other documents and materials in Buyer’s possession or under its or its Affiliates’ control as are reasonably required by the Sellers Representative for the defense of such Third Party Claim, and shall execute such documents and use commercially reasonable efforts to take such other actions as Sellers Representative may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third Party Claim, and shall otherwise cooperate as reasonably requested by Sellers Representative in the defense of such Third Party Claim. Notwithstanding anything herein to the contrary, if the Sellers Representative assumes the defense of any Third Party Claim, the Sellers Representative shall not, without the prior written consent of the Buyer, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Buyer and its Affiliates from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Buyer or any of its Affiliates other than solely the payment of money damages for which the Buyer and its Affiliates will be indemnified hereunder. (d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within 20 Business Days of its receipt of such notice that the Indemnifying Party disputes, in any respect, its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall have no be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to consent to any settlement pay a lesser amount than that (a) does not include, as an unconditional term thereofclaimed by the Indemnified Party, the giving by Indemnifying Party shall pay such lesser amount promptly to the claimant Indemnified Party, without prejudice to or the plaintiff of a release waiver of the Indemnified Party from all liability with respect to such Third Party Claim or (b) involves Party’s claim for 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 togetherdifference.

Procedures. Promptly after the receipt by any Person (a) Any party seeking indemnification under this Article XX VII (the “"Indemnified Party”") of written notice shall promptly upon becoming aware of the assertion circumstances giving rise to the claim for indemnification, notify the party against whom a claim for indemnification is sought hereunder (the "Indemnifying Party") in writing, which notice shall specify, in reasonable detail, the nature and estimated amount, if determinable, of the claim. Such notification shall be a condition precedent to any liability on the part of the Indemnifying Party. Except as otherwise provided herein, Purchaser and Seller shall appoint Seller or one of Seller's Affiliates, selected by Seller, as attorney in fact with exclusive authority to collect, settle, or pay any amount due to or owed by Seller with respect to an Indemnifiable Tax or for filing any return due or a claim for refund for an Indemnifiable Tax. Such appointment of Seller or its Affiliate as attorney in fact shall be pursuant to a power of attorney in the form set forth in Schedule 7.4(a). Any audit, claim, investigation, administrative proceeding, suit or other action by a third party relating to any Indemnifiable Tax shall be governed by this Section 7.4. (b) If any third party shall assert a claim against the Indemnified Party with respect to any matter in respect of which indemnification may be sought hereunder (a “"Third Party Claim”)") for which the Indemnified Party intends to seek indemnification against the Indemnifying Party under this Article VII, then the Indemnified Party shall give written promptly (and in any case within ten (10) days of such claim having been asserted) notify the Indemnifying Party thereof in writing (to include a description thereof in reasonable detail), which notification shall be a condition precedent to any obligation on the part of the Indemnifying Party to indemnify the Indemnified Party under this Article VII; provided, that no notice (the “Indemnification Notice”) shall be required to Owner and shall thereafter keep Owner reasonably informed be given with respect theretoto any proceedings pertaining to an Indemnifiable Tax which has been assessed or, to Seller's knowledge, is the subject matter of a current audit examination by a taxing authority. The following provisions shall apply with respect to any such Third Party Claim: (i) The Indemnifying Party shall have the right to assume the defense of the third party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party (it being understood that if in the Indemnified party's reasonable judgment a conflict of interest is likely to exist between such Indemnified Party or the Indemnifying Party or any of their respective Affiliates with respect to such counsel, such Indemnified Party shall be entitled to require the Indemnifying Party to select other counsel pursuant to this Section 7.4) at any time within 60 days after the Indemnified Party has given notice of the third Party Claim; 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 (30A) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory conduct the defense of the Third Party Claim actively and diligently thereafter in order to Owner. Owner shall be liable for the fees and expenses of counsel employed by preserve its rights in this regard; (B) the Indemnified Party for any period during which Owner has not assumed shall have (w) the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed right to give notice of such Third Party Claim as provided above). If Owner shall assume participate fully in the defense of the Third Party Claim, then including through separate counsel of its own choosing at its sole cost and expense, (x) the Owner right to receive reasonable advance notice from the Indemnifying Party of any hearings or proceedings, (y) the right, if possible, to review in advance and comment on any pleadings, briefs or other documents to be filed and (z) the opportunity to participate in any meetings concerning the strategy to be adopted in opposing the Third Party Claim or any efforts to settle the same; and (C) the Indemnified Party shall have the right at any time to assume the sole right to defend or settle any Third Party Claim 50 -48- upon written waiver of its right to indemnity hereunder (in form and substance reasonably satisfactory to the Indemnifying Party) with respect to such Third Party Claim. (ii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 7.4(b)(i) above, (A) the Indemnifying Party shall not compromise consent to the entry of any judgment or settle such enter into any settlement with respect to the third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless (x) the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party, and includes the giving by the claimant or the plaintiff to the Indemnified party of a release from those liabilities which are the subject of the claim for indemnification hereunder in form and substance reasonably satisfactory to the Indemnified Party, or (y) in a matter relating to an Indemnifiable Tax subject to this section 7(4)(b)(ii), is not reasonably likely to materially adversely affect Seller's or Purchaser's liability for Taxes in a Post-closing Tax Period, and (B) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party. With respect to any proposed settlement for an Indemnifiable Tax subject to this Section 7(4)(b)(ii) to which the Purchaser Indemnitee does not consent, Seller may pay the amount of any such proposed settlement to the Purchaser Indemnitee and upon such payment be released from any and all liability to Purchaser Indemnitee with respect to such Indemnifiable Tax. (iii) In the event the Indemnifying Party does not assume and conduct the defense of the Third Party Claim in accordance with Section 7.4(b) (i) above, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the 51 - 49 - Indemnifying Party in connection therewith) and (B) the Indemnifying Party shall remain obligated to indemnify the Indemnified Party to the extent provided pursuant to this Article VII. (iv) The Indemnified Party will use all reasonable efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claim; provided that the Indemnifying Party shall be responsible for any out-of-pocket expenses (excluding wages, benefits, and other direct or indirect costs of employment) associated with any employees made available hereunder. The Indemnified Party, which consent at its expense, shall not be unreasonably withheldalso make available to the Indemnifying Party or its representatives on a timely basis all documents, delayed or conditioned; provided, however, that records and other materials in 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 possession of the Indemnified Party from all liability with respect to such Third reasonably required by the Indemnifying Party Claim or (b) involves the imposition of equitable remedies or the imposition of for its use in defending 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 claim, and shall otherwise cooperate on a timely basis, basis with the Indemnified Indemnifying 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. (c) Notwithstanding anything herein to employ counsel at its own expense (it being understood that Owner controls such defense); providedthe contrary, however, that, if the defendants in any Third Party Claim shall include both failure of an Owner and any Indemnified Party, and such Indemnified Party to notify the Indemnifying Party of any claim of indemnification as required pursuant to Section 7.4(a) or 7.4(b) shall have reasonably concluded that counsel selected by Owner has a conflict not affect the indemnification obligations of interest because of any party hereto, unless and only 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 extent that the Owner shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken togetherIndemnifying Party is prejudiced thereby.

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 reasonable 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 requested by the Lessee as are necessary to Owner. Owner shall be liable 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 Certificates which represent shares of Seller Common ---------- Stock that are outstanding at the Effective Time (each, a "Certificate") and are converted into the right to receive the Merger Consideration pursuant to the Merger shall, after the receipt Effective Time, be exchangeable by any Person seeking indemnification under this Article XX the holders thereof in the manner provided in the transmittal materials described below. (1) As promptly as practicable after the “Indemnified Party”) of written notice of the assertion of any claim by Effective Date, FHNC or a third party with respect employed to any matter in respect of which indemnification may be sought hereunder act as exchange agent (a “Third Party Claim”the "Exchange Agent"), who if a third party shall be reasonably acceptable to Seller, shall send to each holder of record of shares of Seller Common Stock outstanding at the Indemnified Party shall give written notice (Effective Time transmittal materials for use in exchanging the “Indemnification Notice”) to Owner Certificates for the Merger Consideration. Upon surrender of a Certificate, together with a duly executed letter of transmittal and shall thereafter keep Owner any other reasonably informed with respect thereto; providedrequired documents, however, that the failure holder 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 Certificate shall be entitled to assume receive, in exchange for the defense Certificate, the Merger Consideration to which such holder is entitled, and such Certificate shall be cancelled. If any such delivery is to be made in whole or in part to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition to such delivery or exchange that the Certificate surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such delivery or exchange shall have paid any transfer and other taxes required by reason of such delivery or exchange in a name other than that of the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of FHNC or its agent that such tax either has been paid or is not payable. (2) No holder of Seller Common Stock who elects Stock Consideration shall be entitled to exercise any rights as a shareholder of FHNC until such holder shall have properly surrendered its Certificate(s) (together with all required documents) as set forth above. No dividend or other distribution payable after the Effective Time with respect to the FHNC Common Stock shall be paid to the holder of any Third Party Claim by written notice unsurrendered Certificate until the holder properly surrenders such Certificate (together with all required documents), at which time such holder shall receive all dividends and distributions, without interest, previously withheld from such holder pursuant to this Agreement. After the Effective Time, there shall be no transfers on the stock transfer books of Seller of shares of Seller Common Stock which were issued and outstanding at the Effective Time and converted pursuant to the Indemnified Party provisions of the Merger into the right to receive the Merger Consideration. If after the Effective Time, Certificates are presented for transfer to Seller, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article. (3) After the Effective Time, holders of Seller Common Stock shall cease to be, and shall have no rights as, shareholders of Seller, other than to receive the Merger Consideration. (4) Notwithstanding the foregoing, neither FHNC nor Seller nor any other Person shall be liable to any former holder of shares of Seller Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Applicable Laws. (5) In the event any Certificate shall have been lost, stolen or destroyed, upon receipt of appropriate evidence as to such loss, theft or destruction and to the ownership of such intention given within thirty (30) days after Certificate by the Person claiming such Certificate to be lost, stolen or destroyed and the receipt by Owner FHNC of the Indemnification Notice; providedappropriate and customary indemnification including, 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 thereofwhen appropriate, the giving by posting of bond, FHNC will issue in exchange for such lost, stolen or destroyed certificate the claimant or the plaintiff of a release of the Indemnified Party from all liability Merger Consideration, deliverable in respect thereof as determined 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 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.Article I.

Procedures. Promptly after All claims for indemnification by a party pursuant to this Article 6 arising from any action, suit or proceeding relating to a third party claim shall be made in accordance with the receipt by any Person seeking provisions of this Section 6.6. The party entitled to indemnification under this Article XX 6 (the “"Indemnified Party”Person") shall give prompt written notification to the Person obligated to provide such indemnification (the "Indemnifying Person") of written notice of the assertion commencement of any claim by action, suit or proceeding relating to a third party with respect to any matter in respect of claim for which indemnification pursuant to this Article 6 may be sought hereunder (a “Third Party Claim”"Claim Notice"), 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 no delay on the failure part of the Indemnified Party to give Person in notifying the Indemnifying Party notice as provided herein Person shall not relieve Owner of the Indemnifying Person from any of its obligations hereunder, liability or obligation under this Article 6 except to the extent of any damage or liability caused solely by or arising out of such delay. If known to the Indemnified Person, any Claim Notice shall include (i) a summary description of the facts upon which such claim is based and shall specify the estimated amount of the Losses thereof and, (ii) if liquidated and known, the amount which is payable to the Indemnified Person pursuant to this Article 6. In connection with the Indemnifying Person's evaluation of any Claim Notice, the Indemnified Person shall, at the Indemnifying Person's expense, provide the Indemnifying Person with reasonable access to the necessary books and records (or extracts thereof) of the Indemnified Person and, subject to the implementation of reasonable procedures to protect the confidentiality of such information, supply such factual and technical information as the Indemnifying Person may reasonably require in connection with the evaluation of such Claim Notice. Within 20 days after delivery of such notification, the Indemnifying Person may, upon written notice thereof to the Indemnified Person, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that Owner is materially prejudiced by the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such failureaction, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, (ii) the third party seeks monetary damages only, and (iii) the Indemnifying Person must conduct the defense of a third person claim actively and diligently thereafter to preserve its rights in this regard. Owner shall be entitled If the Indemnifying Person chooses to assume the defense of any Third Party Claim by written notice a third person claim, the Indemnified Person shall reasonably cooperate in the defense of or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnified Party Indemnifying Person of records and information (or extracts therefrom) that are reasonably relevant to such third person claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Person does not so assume control of such intention given within thirty (30) days after defense, the receipt by Owner of the Indemnification NoticeIndemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense; provided, however, that counsel selected by if the Indemnifying Party shall be reasonably satisfactory Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have conflicting interests or different defenses available with respect to Owner. Owner shall be liable for such action, suit or proceeding, the reasonable fees and expenses of counsel employed to the Indemnified Person shall be considered "Losses" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. An Indemnified Party for Person shall not agree 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 settlement of such Third Party Claim as provided above). If Owner shall assume action, suit or proceeding without the defense prior written consent of the Third Party ClaimIndemnifying Person, then the Owner which shall not compromise be unreasonably withheld or settle such Third Party Claim delayed. The Indemnifying Person shall not agree to any settlement or the entry of a judgment in any action, suit or proceeding without the prior written consent of the Indemnified PartyPerson, 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 withheld (it being understood that Owner controls it is reasonable to withhold such defense); providedconsent if, howeveramong other things, 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 settlement or the entry of a conflict of interest because judgment (A) lacks a complete release 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 Person for all liability with respect thereto or (B) imposes any liability or obligation on the Indemnified Parties, taken togetherPerson).

Procedures. Promptly after If Tenant desires to assign this Lease or any interest therein or sublet all or part of the receipt by any Person seeking indemnification under this Article XX Premises, Tenant shall give Landlord written notice thereof and the terms Proposed (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”"Sublease Notice"), which Sublease Notice, in the Indemnified Party case of a proposed sublease, shall give written notice designate the space proposed to be sublet. Landlord shall have the prior right and option (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 exercised by written notice to the Indemnified Party of such intention Tenant given within thirty (30) days after the receipt by Owner of Tenant's notice) (i) to sublet from Tenant any portion of the Indemnification Notice; providedPremises proposed by Tenant to be sublet, howeverfor the term for which such portion is proposed to be sublet, that counsel selected by but at the Indemnifying Party lesser of the proposed sublease rent or the same rent (including Additional Rent as provided for in Paragraph 7 above) as Tenant is required to pay to Landlord under this Lease for the same space, Computed on a pro rata square footage basis, and during the term of such sublease Tenant shall be reasonably satisfactory released of its obligations under this Lease with regard to Owner. Owner shall the subject space, (ii) to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be liable for Sublet, or (iii) to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the fees Specific sublease obtained by Tenant 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)specific subtenant named therein. If Owner shall assume the defense of the Third Party ClaimLandlord exercises its option in (i) above, then Landlord may, at Landlord's sole cost, construct improvements in the Owner shall not compromise or settle such Third Party Claim without subject space and, long as the prior written consent of the Indemnified Partyimprovements are suitable for general office purposes, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party Landlord shall have no obligation to consent restore the subject space to any settlement that (a) does not include, as an unconditional term thereof, its original condition following the giving by the claimant or the plaintiff of a release termination of the Indemnified Party from all liability with respect sublease. If Landlord exercises its option described in (iii) above, then Tenant shall have three (3) months thereafter to such Third Party Claim or submit to Landlord, for Landlord's written approval Tenant's proposed sublease agreement (b) involves in which 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 proposed subtenant 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 Partynamed, and such Indemnified Party which agreement shall have reasonably concluded that counsel selected by Owner has a conflict otherwise meet the requirements 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 togetherParagraph 13.e.

Procedures. Promptly after Unless the receipt Appraised Value is otherwise agreed upon 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”)IWCH and Majority IWCH Noteholders, 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 IWCH and Majority IWCH Noteholders agree to alter the following procedures: i. the Appraised Value at any time will be determined by a nationally-recognized investment banking firm (the "APPRAISER") which is materially prejudiced experienced in the valuation of business concerns such as IWCH and its Subsidiaries and the Investees and which is designated by IWCH and which is approved by Majority IWCH Noteholders (which approval no IWCH Noteholder will unreasonably withhold), PROVIDED that, if IWCH does not designate such failurea firm within 10 Business Days after the relevant Exchange Notice is given, then Majority IWCH Noteholders will have the right to designate such a firm to act as the Appraiser, so long as such firm is approved by IWCH (which approval IWCH will not unreasonably withhold with respect to any such firm of which no 20% Noteholder is an Affiliate); ii. Owner shall if such a firm is not so designated and approved to act as the Appraiser within 20 Business Days after any Exchange Notice is given pursuant to Section 2(a) (unless a Liquidity Event has occurred or Majority IWCH Noteholders have specified in such Exchange Notice that the exchange is to be entitled to assume effective at or after the defense time of any Third Party Claim Liquidity Event, in either which case the Appraised Value need not be determined in connection with the requested exchange), then the Appraiser will be selected by written notice lot from among the top-tier New York-based investment banking firms of which no 20% Noteholder is an Affiliate; iii. IWCH and each Noteholder will supply to the Indemnified Party Appraiser all relevant information in its possession or available to it which the Appraiser may request and will use reasonable efforts to cause the Appraiser to determine the Appraised Value as promptly as is practicable after it is selected; iv. the Appraised Value determined by the Appraiser will be set forth in a written report of the Appraiser delivered to IWCH (which will, in turn, promptly deliver copy of such intention given within thirty (30) days after report to each IWCH Noteholder), and the receipt by Owner determination of the Indemnification Notice; provided, however, that counsel selected Appraised Value by the Indemnifying Party shall Appraiser will be reasonably satisfactory to Owner. Owner shall be liable for binding on IWCH and the IWCH Noteholders; and v. the fees and expenses of counsel employed the Appraiser will be borne 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 togetherIWCH.

Procedures. Promptly after the receipt by any Person (i) Any Seller Indemnified Party or Buyer Indemnified Party seeking indemnification under this Article XX Section 12 (the an “Indemnified Party”) of shall, in accordance with Section 14.5, give prompt written notice of thereof to the assertion of Party or Parties from whom it seeks indemnification (the “Indemnifying Party”) (including if any claim action or lawsuit is brought or asserted by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), ) that would entitle the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect theretoindemnity hereunder); provided, however, that the failure of the Indemnified Party to give so notify the Indemnifying Party notice as provided herein promptly shall not relieve Owner of any the Indemnifying Party of its obligations hereunder, indemnification obligation hereunder except to the extent that Owner is the Indemnifying Party has been materially prejudiced thereby. Any request for indemnification made by an Indemnified Party shall be in writing, shall specify in reasonable detail the basis for such claim, the facts pertaining thereto, and, if known and quantifiable, the amount thereof (a “Claim Notice”). The recipient of a Claim Notice may, within thirty (30) Business Days after delivery by the Indemnified Party of such Claim Notice object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Notice or dispute any amount claimed in any Claim Notice by delivering a written notice specifying in reasonable detail the basis for such objection to, if a Buyer Indemnified Party delivered the applicable Claim Notice, Buyer (on behalf of the Buyer Indemnified Parties) or if a Seller Indemnified Party delivered the applicable Claim Notice, the Owners’ Representative (on behalf of the Seller Indemnified Parties) (a “Dispute Statement”). The Indemnified Party shall reasonably allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the claim(s) set forth in a Claim Notice, and whether and to what extent any amount is payable in respect of such claim(s) and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by giving such information as the Indemnifying Party or any of its professional advisors may reasonably request. If a Dispute Statement is not received by the Indemnified Party that delivered a Claim Notice within such thirty (30) Business Day period after delivery of the Claim Notice in accordance with this Section 12.2(g)(i), the Indemnifying Party shall be deemed to have rejected such Claim Notice, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. If the Indemnifying Party delivers to Buyer a Dispute Statement applicable to all or any portion of a claim within the period for delivery of the same set forth above or a Claim Notice is deemed to be rejected pursuant to the immediately preceding sentence, then no amounts related to the portion of the claim in dispute by such failure. Owner Indemnifying Party in such Dispute Statement or no amount for a claim deemed to be rejected (as applicable) shall be payable to the Indemnified Party until either (x) Buyer and Owners’ Representative jointly agree in writing to the resolution of the amounts owed in relation to the portions of such claim disputed in such Dispute Statement or deemed to be rejected (as applicable), or (y) a court of competent jurisdiction pursuant to Section 14.12(b) enters a final non-appealable order regarding the claim and the amount therefore in dispute in such Dispute Statement or deemed to be rejected (as applicable) accompanied by a written opinion of a counsel of the presenting party to the effect that the court award, judgment or order is from a court of competent jurisdiction pursuant to Section 14.12(b) and that such court award, judgment or order is final and non-appealable. (ii) So long as the Indemnifying Party acknowledges in writing that it will be liable for any such Third Party Claim subject to the indemnification amount limitations in this Agreement, the Indemnifying Party shall be entitled at its option to assume the defense of such Third Party Claim and the Indemnified Party shall cooperate fully with reasonable requests of the Indemnifying Party related thereto, at the Indemnifying Party’s sole cost and expense, and shall be entitled reasonably to consult with the Indemnifying Party with respect to such defense; provided, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim by written notice if: (i) the Indemnifying Party would be required to indemnify the Indemnified Party of such intention given within thirty (30) days after the receipt by Owner for less than half of the Indemnification Notice; providedLosses that are reasonably foreseeable to result from any such Third Party Claim, however(ii) such Third Party Claim relates to or arises in connection with any criminal proceeding, that counsel selected by criminal action, criminal indictment, criminal allegation or criminal investigation or (iii) such Third Party Claim seeks an injunction, equitable or other non-monetary relief against the Indemnified Party. Notwithstanding the foregoing, if the defendants in any such action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party reasonably shall have concluded that there may be reasonably satisfactory a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such action or that there may be legal defenses available to Owner. Owner it that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party shall be liable for have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party, in which case the reasonable fees and expenses of such counsel employed by shall be at the Indemnified expense of the Indemnifying Party. If the Indemnifying Party for any period during which Owner has does not assumed assume the defense of any Third Party Claim (other than during any period during which or litigation resulting therefrom in accordance with this Section 12.2(g)(ii), the Indemnified Party has failed shall have the right to give notice defend against such claim or litigation; provided, however, that the Indemnified Party shall keep the Indemnifying Party reasonably informed with respect to such action and any determinations made with respect thereto, and that in settling any action in respect of such Third which indemnification is payable under this Section 12, the Indemnified Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner act reasonably and in good faith and shall not compromise or so settle such Third Party Claim action without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned; provideddelayed. The Indemnifying Party shall not, however, that without the written consent of the Indemnified Party, (A) settle or compromise any Third Party shall have no obligation to Claim or consent to the entry of any settlement judgment that provides for relief other than the payment of monetary damages that are fully indemnified by the Indemnifying Party hereunder or (aB) settle or compromise any claim or consent to the entry of any judgment which does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff of a release of to the Indemnified Party a 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 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. 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 actually learned of such Loss shall be deemed to have been “prompt notice”; provided that 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, provided that the Indemnitor unconditionally agrees in writing that it shall provide indemnity to the Claimant for all Losses relating to the claim disclosed in the Claim Notice. 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 lndemnitor, and, to the extent the matter is determined to be subject to indemnification hereunder, the lndemnitor 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 lndemnitor 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 (provided that Claimant shall not unreasonably withhold its consent to the terms of a mutual release with respect to such claim with the third party making such claim), contain any admission by or on behalf of the Claimant, or otherwise fail to hold Claimant fully harmless with respect to such claim. 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 Indenmitor’s election to assume the defense thereof, the lndemnitor 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 any Person seeking indemnification under this Article XX (the “Indemnified Party”) The obligations and liabilities of written notice of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party shall be subject to the following terms and conditions: (i) The indemnified party shall give prompt (so as not to materially prejudice the position of the indemnifying party) written notice (which in no event shall exceed 30 days from the date on which the indemnified party first became aware of such claim or assertion) to the indemnifying party of any claim which might give rise to a claim by a third the indemnified party against the indemnifying party based on the indemnity agreements contained in Section 9.9(a) or Section 9.9(b) hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. (ii) If any action, suit or proceeding is brought against the indemnified party with respect to any matter which the indemnifying party may have liability under the indemnity agreements contained in respect of which indemnification may be sought hereunder (a “Third Party Claim”)Section 9.9(a) or Section 9.9(b) hereof the action, suit or proceeding shall, at 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 election of the Indemnified Party to give indemnifying party, be defended (including all proceedings on appeal or for review which counsel for the Indemnifying Party notice as provided herein indemnified party 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 (30deem appropriate) days after the receipt by Owner of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party indemnifying party. The indemnified party shall be reasonably satisfactory have the right to Owner. Owner shall be liable for employ its own counsel in any such case, but the fees and expenses of such counsel employed shall be at the indemnified party's own expense unless the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized in writing by the Indemnified Party for any period during which Owner has not assumed indemnifying party in connection with the defense of such action, suit or proceeding. Notwithstanding the foregoing, (A) if there are defenses available to the indemnified party which are inconsistent with those available to the indemnifying party to any Third Party Claim (other than during any period during which such extent as to create a conflict of interest between the Indemnified Party has failed indemnifying party and the indemnified party, the indemnified party shall have the right to give notice of such Third Party Claim as provided above). If Owner shall assume direct the defense of such action, suit or proceeding insofar as it relates to such inconsistent defenses, and the Third Party Claimindemnifying party shall be responsible for the reasonable fees and expenses of the indemnified party's counsel insofar as they relate to such inconsistent defenses, then and (B) if such action, suit or proceeding involves or could have an effect on matters beyond the Owner scope of the indemnity agreements contained in Section 9.9(a) and Section 9.9(b) hereof, the indemnified party shall have the right to direct (at its own expense) the defense of such action, suit or proceeding insofar as it relates to such other matters. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof, whether or not it is represented by separate counsel. (iii) The indemnified party shall make available to the indemnifying party and its attorneys and accountants all books and records of the indemnified party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. Whether or not the indemnifying party chooses to defend or prosecute any claim involving a third party, all parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. (iv) The indemnified party shall not compromise or settle such Third Party Claim make any settlement of any claims 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 togetherindemnifying party.

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 any Person seeking All claims for indemnification under this Article XX (7 shall be asserted and resolved as follows: 7.4.1 An IVAX Indemnified Party shall promptly notify the “Indemnified Party”) of written notice of the assertion Sellers’ Representative of any event or occurrence with respect to which the IVAX Indemnified Party intends to seek indemnification pursuant to this Article 7; provided that if such event or occurrence is a suit, action, claim or legal, administrative, arbitration or other alternative dispute resolution, proceeding, audit or investigation by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the an IVAX Indemnified Party shall give written reasonably prompt notice (thereof in writing. Each such notice shall describe in reasonable detail the “Indemnification Notice”) to Owner and shall thereafter keep Owner reasonably informed with respect thereto; provided, however, that the failure basis of the Indemnified Party claim for indemnity hereunder. The failure to give the Indemnifying Party notice as provided herein required by this Section 7.4.1 in a reasonably prompt fashion shall not relieve Owner result in a waiver of any of its obligations hereunder, right to indemnification hereunder except to the extent that Owner is materially prejudiced by such failure. Owner failure actually increases the liability of the indemnifying party for Damages hereunder. 7.4.2 The Sellers’ Representative shall not be entitled to assume the defense or settlement 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 an IVAX Indemnified Party has failed indicated it intends to give notice of such Third Party Claim as provided above). If Owner seek indemnity hereunder unless IVAX and the Seller’s Representative agree that Seller’s Representative shall so assume the defense or settlement, or unless IVAX fails to actually assume the defense of the Third Party Claim. In all other instances, then the Owner IVAX Indemnified Party may engage counsel to defend, settle or otherwise dispose of such Third Party Claim, which counsel shall be reasonably satisfactory to the Sellers’ Representative; provided that that the IVAX Indemnified Party shall not settle or compromise or settle any such Third Party Claim without the consent or agreement of the Sellers’ Representative (which consent will not be unreasonably withheld or delayed). The expense of such counsel shall be considered Damages hereunder. 7.4.3 In cases where the IVAX Indemnified Party has assumed the defense or settlement of a Third Party Claim, the Seller’s Representative will reasonably cooperate with 39 IVAX Indemnified Party, and the Sellers’ Representative shall be entitled to participate at its own cost in any such Third Party Claim or in any negotiations or proceedings to settle or otherwise eliminate such Third Party Claim. 7.4.4 In the event indemnification is requested, the Sellers’ Representative and its representatives and agents shall have access to the premises, books and records of IVAX, PSI and Phoenix, or parties seeking such indemnification, and their Affiliates to the extent reasonably necessary to assist it in defending or settling any action, proceeding or claim; provided that such access shall be conducted in such manner as not to interfere unreasonably with the operation of the business of any such Person. Except as reasonably necessary to assist it in defending or settling such action, proceeding or claim, the IVAX Indemnified Party shall not be required (i) to disclose any information with respect to itself or any of its Affiliates (or former Affiliates) or (ii) to participate in the defense of any claim to be indemnified hereunder. 7.4.5 In the event that IVAX or its Affiliates (including PSI and Phoenix after the Closing Date) receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the Sellers may incur liability under Article 7 of this Agreement, the party in receipt of such notice shall promptly notify the Sellers’ Representative of such matter in writing and the Sellers’ Representative shall have the sole right to represent the interests of PSI and Phoenix in any Tax audit or administrative or court proceeding relating to such Taxes; provided that the Sellers’ Representative shall provide prompt notice to IVAX of any substantive meeting or telephone conference with any Taxing Authority with respect to such Tax matters and IVAX shall have the right to participate at its expense in any such meeting or conference. Notwithstanding the foregoing, the Sellers’ Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the IVAX or its affiliates (including PSI and Phoenix after the Closing Date) for periods after the Closing Date without the prior written consent of the Indemnified PartyIVAX, 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.