Common use of Procedures Clause in Contracts

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.

Procedures. Subject to the provisions of Section 7.2(d), promptly 17.4.1 Promptly after receipt by a Delaware Indemnified Party of any claim or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, administrative or legal proceeding, or investigation or claim by any Contractowner or other third party (a "Proceeding")as to which the indemnity provided for in this Article may apply, the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), shall notify the Indemnifying Party in writing of the commencement thereof; such fact, but the failure so to notify the such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability under this Section 7.2, which it may have to the Indemnified Party except to the extent that such failure to notify actually prejudices shall adversely affect the rights of the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the The Indemnifying Party shall be entitled to participate at its own expense in and the defense or, if it so elects, to assume the defense thereof, thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, if the defendants in the reasonable judgment of the Indemnified Party, it is advisable for any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to be represented by separate counsel other than counsel for it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to employ select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a single liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and or (iiiv) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have authorized the right to participate in, but not to assume employment of counsel for the defense of, such ProceedingIndemnified Party at the expense of the Indemnifying Party. The Indemnifying An Indemnified Party shall not be obligated under any enter into a settlement agreement relating or other compromise with respect to any Proceeding under this Section 7.2 to which it has not consented in writingclaim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. Subject A party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification hereunder (each, an "“Indemnified Party"”) shall give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of notice of any claim with respect to which it seeks indemnification promptly after the commencement discovery by such Indemnified Party of any actionmatters giving rise to a claim for indemnification hereunder; provided, proceeding, investigation or claim by that the failure of any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except 10 unless and to the extent that such failure to notify actually prejudices the Indemnifying PartyParty shall have been materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any such Proceeding shall be action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in assume and to assume conduct the defense thereof, with counsel reasonably satisfactory to the Indemnified PartyParty unless (i) such claim seeks remedies, and after notice from the Indemnifying Party in addition to or other than, monetary damages that are reasonably likely to be awarded, (ii) such claim involves a criminal proceeding or (iii) counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest that would reasonably be expected to make it inappropriate for the Indemnifying Party's election same counsel to assume the defense thereof, represent both the Indemnifying Party shall not be liable to and the Indemnified Party for Party. If any legal or other expenses subsequently incurred by one of the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that foregoing clauses (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Partythrough (iii) applies, the Indemnified Party shall have be entitled to retain its own counsel at the right to employ a single counsel to represent cost and expense of the Indemnified Party, in which event Indemnifying Party (except that the reasonable Indemnifying Party shall only be liable for the legal fees and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or group of related actions, other than local counsel). If the Indemnifying Party assumes the defense of any claim, the Indemnified Party shall nevertheless be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, that all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such separate single counsel claim. Such reasonable cooperation shall be borne by include the retention and (upon the Indemnifying Party, and (ii’s reasonable request) in the case of any Proceeding brought by any governmental authority, provision to the Indemnifying Party shall have the right of records and information that are reasonably relevant to participate insuch claim, but not and making employees available on a mutually convenient basis to assume the defense of, such Proceedingprovide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be obligated under liable for any settlement agreement relating of any action, suit, claim or proceeding effected without its prior written consent (not to any Proceeding under this Section 7.2 to be unreasonably withheld, conditioned or delayed). The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent (which it has not consented in writing, which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought or may be hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding and is solely for monetary damages.

Procedures. Subject Each party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification under this Agreement (each, an "Indemnified Party") of shall give notice of to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is required to be made pursuant to this Section 7.2 against another party to this Agreement provide indemnification (the "Indemnifying Party")) promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, notify and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of the commencement thereof; but the failure so to notify interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, Agreement unless the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the is materially prejudiced thereby. No Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment investigation or defense of any such Claim shall, except with the Indemnified Party, it is advisable for the consent of each Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware Indemnified Party person entitled to indemnification under Section 5.11.(A) or a Lincoln Indemnified Party Section 5.11.(B) (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation pending or threatened claim by any Contractowner or other third party against it (a an "ProceedingAction"), such Indemnified Party shall give notice to the party to whom the Indemnified Party shall, if a claim in respect thereof is entitled to be made pursuant to this Section 7.2 against another party to this Agreement look for indemnification (the "Indemnifying Party"), notify the Indemnifying Party in writing ) of the commencement thereof; , but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from it of any liability under this Section 7.2, that it may have to any Indemnified Party except to the extent that such failure to notify actually prejudices the Indemnifying PartyParty demonstrates that it is prejudiced thereby. In case any such Proceeding Action that is subject to indemnification under Section 5.11.(A) or Section 5.11.(B) shall be brought against an Indemnified PartyParty and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and therein and, to the extent that it shall wish, to assume the defense thereof, thereof with counsel reasonably satisfactory to the such Indemnified PartyParty and, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's its election to assume the defense thereof, the Indemnifying Party shall not be liable to the such Indemnified Party under this Section for any legal fees of other counsel or any other expenses expenses, in each case subsequently incurred by the such Indemnified Party in connection with the defense thereof thereof, other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the . Notwithstanding an Indemnifying Party's election to assume the defense of any such Action that is subject to indemnification under Section 5.11.(A) or Section 5.11.(B), the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the Indemnified Partydefense of such Action, in which event and the Indemnifying Party shall bear the reasonable fees fees, costs and expenses of such separate single counsel shall be borne if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (ii) in the which case of any Proceeding brought by any governmental authority, the Indemnifying Party shall not have the right to participate in, but not to assume the defense of, of such Proceeding. The Action on the Indemnified Party's behalf); (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such Action; or (iv) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. If an Indemnifying Party assumes the defense of such Action, (a) no compromise or settlement thereof may be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to effected by the Indemnifying Party without the Indemnified Party's consent (which it has not consented in writing, which consent shall not be unreasonably withheld) unless (I) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party and (II) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (b) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). The indemnities contained in this Section 5.11. shall survive the termination and liquidation of the Partnership.

Procedures. Subject (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the provisions of Section 7.2(d), promptly party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by a Delaware such Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any actionThird Party Claim, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify and shall provide the Indemnifying Party in writing of the commencement thereof; but the failure so to notify with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not relieve release the Indemnifying Party from any liability of its obligations under this Section 7.2, Article IX except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case Party is materially prejudiced by such failure. (b) If the Indemnifying Party has an obligation to indemnify the Indemnified Party against any such Proceeding shall be brought against an Indemnified Partyand all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, the Indemnifying Party shall be entitled have the right, upon written notice to participate the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in and respect of such Third Party Claim, to assume the defense thereof, thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from . Notwithstanding the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereofforegoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any Third Party Claim that would impose criminal liability, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. With respect to any Third Party Claim, the defense of which the Indemnifying Party is entitled to assume, the Indemnifying Party shall be liable to for the reasonable fees and expenses of outside counsel employed by the Indemnified Party for any legal or other expenses subsequently incurred by period during which the Indemnifying Party has failed to assume the defense thereof, provided the Indemnified Party has provided written notice of such failure to the Indemnifying Party and the Indemnifying Party has not cured its failure within 15 days of receiving any such notice. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in connection accordance with the defense thereof other than reasonable costs first sentence of investigation; providedthis Section 9.4(b), however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party shall have the sole right to be represented by separate counsel other than counsel for assume the defense of and to settle such Third Party Claim. If the Indemnifying PartyParty assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the Indemnified Partydefense thereof, in which event but the reasonable fees and expenses of such separate single counsel shall be borne at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and (ii) the Indemnified Party reasonably determines based on advice of outside legal counsel that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the case Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Proceeding brought by any governmental authorityThird Party Claim, the Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to participate inthe entry of any judgment with respect to such Third Party Claim if such settlement, but compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not to assume include an unconditional written release by the defense claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Proceeding. The Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness (and no later than thirty (30) days) after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. If the Indemnifying Party notifies the Indemnified Party that it accepts the liability identified in a Claim Notice in respect of a Direct Claim, or does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, then in each case, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder, and the parties shall proceed in accordance with Section 9.9. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated under to pay a lesser amount than that claimed by the Indemnified Party, the parties shall proceed in accordance with Section 9.9 for the undisputed amount, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) Notwithstanding the provisions of Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any settlement agreement relating to court in which an Action in respect of a Third Party Claim is brought against any Proceeding Indemnified Party for purposes of any claim that an Indemnified Party may have under this Section 7.2 Agreement with respect to which it has not consented in writing, which consent shall not such Action or the matters alleged therein and agrees that process may be unreasonably withheldserved on each Indemnifying Party with respect to such claim anywhere.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware Indemnified Party Person entitled to indemnification under subsection (a) or a Lincoln Indemnified Party (each, b) (an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation pending or threatened claim by any Contractowner or other third party against it (a "ProceedingClaim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party shall, if a claim in respect thereof is entitled to be made pursuant to this Section 7.2 against another party to this Agreement look for indemnification (the "Indemnifying Party"), notify the Indemnifying Party in writing ) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; but provided that the failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2, that it may have to any Indemnified Party except to the extent that such failure to notify actually prejudices the Indemnifying PartyParty demonstrates that it is prejudiced thereby. In case any such Proceeding Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified PartyParty and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to may, and at the request of the Indemnified Party shall, participate in and to assume control the defense thereof, of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and after notice from expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election failed to assume the defense thereof, and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party shall not be liable to from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party for agrees to cooperate with the Indemnifying Party and its counsel in contesting any legal Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or other expenses subsequently incurred by any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party in connection reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment prior written consent of the Indemnified Party, it is advisable for which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to be represented by separate counsel other than counsel indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying PartyParty fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to employ a single counsel to represent defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified PartyParty is entitled to indemnification hereunder), in the Third Party Claim by all appropriate proceedings, which event proceedings shall be promptly and vigorously prosecuted by the reasonable fees and expenses Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such separate single counsel defense and proceedings; provided that the Indemnified Party shall be borne by not settle such Third Party Claim without the written consent of the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware Indemnified Party Person entitled to indemnification under subsection (a) or a Lincoln Indemnified Party (each, b) (an "“Indemnified Party"”) of notice of the commencement of any action, proceeding, investigation pending or threatened claim by any Contractowner or other third party against it (a "Proceeding"“Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party shall, if a claim in respect thereof is entitled to be made pursuant to this Section 7.2 against another party to this Agreement look for indemnification (the "“Indemnifying Party"), notify the Indemnifying Party in writing ”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; but provided that the failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2, that it may have to any Indemnified Party except to the extent that such failure to notify actually prejudices the Indemnifying PartyParty demonstrates that it is prejudiced thereby. In case any such Proceeding Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified PartyParty and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to may, and at the request of the Indemnified Party shall, participate in and to assume control the defense thereof, of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and after notice from expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election failed to assume the defense thereof, and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party shall not be liable to from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party for agrees to cooperate with the Indemnifying Party and its counsel in contesting any legal Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or other expenses subsequently incurred by any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party in connection reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment prior written consent of the Indemnified Party, it is advisable for which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to be represented by separate counsel other than counsel indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying PartyParty fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to employ a single counsel to represent defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified PartyParty is entitled to indemnification hereunder), in the Third Party Claim by all appropriate proceedings, which event proceedings shall be promptly and vigorously prosecuted by the reasonable fees and expenses Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such separate single counsel defense and proceedings; provided that the Indemnified Party shall be borne by not settle such Third Party Claim without the written consent of the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Subject (a) The party seeking indemnification under Section 7.02 (the “Indemnified Party”) agrees to give prompt notice to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party party against whom indemnity is sought (each, an "Indemnified the “Indemnifying Party"”) of notice the assertion of any claim, or the commencement of any actionsuit, proceeding, investigation action or claim by any Contractowner or other third party proceeding (a "Proceeding"), the Indemnified Party shall, if a claim “Claim”) in respect thereof is to of which indemnity may be made pursuant to this sought under such Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify and will provide the Indemnifying Party in writing of such information with respect thereto that the commencement thereof; but the Indemnifying Party may reasonably request. The failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2of its obligations hereunder, except to the extent that such failure to notify actually prejudices shall have adversely prejudiced the Indemnifying Party. In case any such Proceeding . (b) The Indemnified Party shall be brought against an Indemnified Party, obtain the prior written consent of the Indemnifying Party (which shall not be entitled unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to participate cooperate, in and to assume the defense thereofor prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, with counsel satisfactory to the Indemnified Partyinformation and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after notice from the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to that mitigation (less the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than Party’s reasonable costs of investigation; provided, however, that mitigation). (ie) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Each Indemnified Party shall have the right use reasonable efforts to employ a single counsel collect any amounts available under insurance coverage, or from any other Person alleged to represent the Indemnified Partybe responsible, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of for any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated Damages payable under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld7.02.

Procedures. Subject Each party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification under this Agreement (each, an "“Indemnified Party"”) of shall give notice of to the commencement party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any actionClaim as to which indemnity may be sought, proceedingand shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, investigation or claim who shall conduct the defense of such Claim, shall be approved by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to (whose approval shall not unreasonably be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"withheld), notify and the Indemnified Party may participate in such defense at such party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in writing such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the commencement thereof; but Indemnifying Party), and provided further that the failure so of any Indemnified Party to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, Agreement unless the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the is materially prejudiced thereby. No Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment investigation or defense of any such Claim shall, except with the Indemnified Party, it is advisable for the consent of each Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Subject Any Person entitled to indemnification hereunder (the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") agrees to give prompt written notice to the indemnifying party (the "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, proceedingsuit, proceeding or investigation or claim by any Contractowner or other third party (a "Proceeding"), threat thereof made in writing for which the Indemnified Party shall, if a intends to claim in respect thereof is to be made indemnification or contribution pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")Agreement; provided, notify the Indemnifying Party in writing of the commencement thereof; but however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2, except that it may have to the extent that Indemnified Party hereunder. If notice of commencement of any such failure action is given to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified PartyParty as above provided, the Indemnifying Party shall be entitled to participate in and and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereofof such action at its own expense, with counsel chosen by it and satisfactory to the such Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the . The Indemnified Party shall have the right to employ a single separate counsel to represent in any such action and participate in the Indemnified Partydefense thereof, in which event but the reasonable fees and expenses of such separate single counsel (other than reasonable costs of investigation) shall be borne paid by the Indemnified Party unless (i) the Indemnifying PartyParty agrees to pay the same, and (ii) the Indemnifying Party fails to assume the defense of such action with counsel satisfactory to the Indemnified Party in its reasonable judgment or (iii) the case named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of any Proceeding brought such Indemnified Party and the Indemnifying Party by any governmental authoritythe same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to and in conflict with those available to the Indemnifying Party and in such event, the Indemnifying Party shall pay the fees and expenses of counsel to the Indemnified Party only to the extent that such separate counsel is necessary under such applicable standards of professional conduct in the case of the foregoing clause (x) or to the extent necessary to avoid any conflict in the case of the foregoing clause (y). In either of such cases, the Indemnifying Party shall not have the right to participate in, but not to assume the defense of, of such Proceedingaction on behalf of such Indemnified Party. The No Indemnifying Party shall not be obligated under liable for any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingentered into without its written consent, which consent shall not be unreasonably withheld.

Procedures. Subject Any person that may be entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to indemnification under this Agreement (an “Indemnified Party”) shall give written notice to the "Person obligated to indemnify it (an “Indemnifying Party"), notify ”) 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 Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnified Party. The Indemnifying Party shall not relieve have the Indemnifying Party from any liability under this Section 7.2, except right to undertake the extent that such failure to notify actually prejudices the Indemnifying Party. In case defense of any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceedingthereof. The Indemnifying Party shall not be obligated under liable for any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingclaim settled without its Consent, which consent Consent shall not be unreasonably withheld. The Indemnifying Party shall obtain the written Consent of the Indemnified Party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any claim if, as a result thereof, the Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of such claim based on a continuing adverse effect on the Indemnified Party.

Procedures. Subject (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the provisions of Section 7.2(dSeller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by a Delaware such Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of written notice of the commencement of Third-Party Claim, describing in reasonable detail the facts giving rise to any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding")for indemnification hereunder, the Indemnified Party shall, amount or method of computation of the amount of such claim (if a claim in known) and such other information with respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify thereto as the Indemnifying Party in writing of the commencement thereof; but the may reasonably request. The failure so to notify the Indemnifying Party provide such notice, however, shall not relieve release the Indemnifying Party from any liability of its obligations under this Section 7.2Article XI, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall be entitled have the right, upon written notice to participate in and the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof, thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from . If the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume assumes the defense thereof, the Indemnifying of such Third-Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying PartyClaim, the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, in which event there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such separate single counsel Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall be borne reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party, and (ii) in . If the case Indemnifying Party assumes the defense of any Proceeding brought by any governmental authorityThird-Party Claim, the Indemnifying Party shall have not settle, compromise or discharge such Third-Party Claim without the right prior written consent of the Indemnified Party, unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates the Indemnifying Party to participate inpay the full amount of the Liability in connection with such Third-Party Claim, but and releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not to assume the Indemnifying Party assumes the defense ofof a Third-Party Claim, such Proceeding. The Indemnifying the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be obligated collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any settlement agreement claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to any Proceeding under this Section 7.2 such matters, furnishing employees to which it has not consented assist in writingthe investigation, which consent shall not be unreasonably withhelddefense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware If any action shall be brought against any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to of which indemnity may be made sought pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")Agreement, such Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify writing, and the Indemnifying Party shall not relieve have the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and right to assume the defense thereof, thereof with counsel satisfactory of its own choosing reasonably acceptable to the such Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the . Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a single counsel reasonable period of time to represent assume such defense and to employ counsel, (c) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Article VI, in which event case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate single counsel shall counsel. The Indemnifying Party will not be borne liable to any Indemnified Party under this Agreement (a) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, and which shall not be unreasonably withheld, conditioned or delayed or (iib) in to the case extent, but only to the extent, that any Loss is attributable to any Indemnified Party’s breach of any Proceeding brought of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in any governmental authorityAncillary Document. If the Indemnifying Party assumes the defense of any action against any Indemnified Party, the Indemnifying Party shall have the right to participate innot, but not to assume the defense ofwithout such Indemnified Party’s prior written consent, such Proceeding. The Indemnifying Party shall not be obligated under enter into any settlement agreement relating or compromise or consent to the entry of any Proceeding judgment with respect to such action if such settlement, compromise or judgment (a) involves a finding or admission of wrongdoing, (b) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such action or (c) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldArticle VI.

Procedures. Subject to the provisions of Section 7.2(d)(a) In case any claim is made, promptly after receipt by or any suit or action is commenced, against a Delaware Bank Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Company Indemnified Party, the party in respect of which indemnification may be sought under this ARTICLE 16 (including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party”) shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in and the defense thereof and, with prior written notice to assume the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party, and after . After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnifying Party shall will not be liable to the such Indemnified Party under this Section for any legal attorneys’ fees or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that . (ib) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the The Indemnified Party shall have the right to employ a single its own counsel if the Indemnifying Party elects to represent assume such defense, but the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of any Indemnified Party to consent to any settlement or compromise involving the imposition of nonmonetary remedies on the Indemnified Parties shall not be deemed to be unreasonably withheld), and (ii) in the case Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding one thousand dollars ($1,000), but shall not settle or compromise any other matter without the prior consent of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingParty, which consent shall not be unreasonably withheld.

Procedures. Subject A party seeking indemnification under the Agreement (the “Indemnified Party”) shall give prompt notice to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party party against whom indemnity is sought (each, an "Indemnified the “Indemnifying Party"”) of notice the assertion of any claim, or the commencement of any actionsuit, proceedingaction or proceeding (each, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim “Claim”) in respect thereof is to of which indemnity may be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify sought under and will provide the Indemnifying Party in writing of such information and documents with respect thereto that the commencement thereof; but the Indemnifying Party may reasonably request. The failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2of its obligations, except to the extent that such failure to notify shall have actually prejudices materially prejudiced the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the The Indemnifying Party shall be entitled to participate in and have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense thereofof, with at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), and after notice from any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party intends to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnifying Party's election Indemnified Party agrees to assume the defense thereof, cooperate fully with the Indemnifying Party shall not be liable to and its counsel in the Indemnified Party for compromise or settlement of, or defense against, any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationsuch Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement (i) ifreleases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability, (ii) does not contain a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the reasonable judgment part of the Indemnified Party, it is advisable for and (iii) does not impose a restriction on Indemnified Party’s business or an injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to be represented by separate counsel other than counsel for assume the Indemnifying Partydefense of such action or proceeding, the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the Indemnified Party, in which event the reasonable fees and expenses defense of such separate single counsel shall be borne by action or proceeding at its own expense. Notwithstanding anything herein to the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authoritycontrary, the Indemnifying Party shall have not be entitled to assume control of such defense but shall pay for the right reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to participate inthe Indemnifying Party, but not if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party intends to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Proceeding. The Indemnifying Asserted Liability; provided, however, that the Indemnified Party shall not be obligated under settle any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingsuch Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Claim by a third party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware Any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), shall notify the Indemnifying Party in writing (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VIII, and shall provide to the commencement thereof; but Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim or action. Subject to Section 8.2(c)(iv), the failure to so notify or provide information to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2that it may have to any Indemnified Party, except to the extent that such the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to notify actually prejudices the Indemnifying Party. In give such notice, in which case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled relieved from its obligations under this Agreement to the extent of such material prejudice. The Indemnifying Party shall participate in and to assume the defense thereofdefend, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party's election to assume the defense thereof, ’s choice at the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationParty’s sole cost and expense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (iwhich consent shall not be unreasonably withheld, conditioned or delayed) ifunless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional 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 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 the Indemnified Party’s own expense in the reasonable judgment defense thereof by counsel of the Indemnified Party’s choice; provided, it is advisable 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 be represented by separate counsel other than pay such fees and expenses, or (b) counsel for the Indemnifying PartyParty reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to employ a single counsel do so, including, without limitation, the right to represent make any compromise or settlement thereof, and the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel Party shall be borne by entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and (ii) in amounts paid as the case result of any Proceeding brought by any governmental authoritysuch suit, the Indemnifying Party shall have the right to participate inaction, but not to assume the defense ofinvestigation, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldclaim or proceeding.

Procedures. Subject to (a) In case any claim is made, or any suit or action is commenced, against either party (the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "“Indemnified Party"”) in respect of notice of the commencement of any action, proceeding, investigation or claim which indemnification may be sought by any Contractowner or other third party (a "Proceeding")it under this Article 17, the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another shall promptly give the other party to this Agreement (the "“Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, ”) notice thereof and the Indemnifying Party shall be entitled to participate in and the defense thereof and, with prior written notice to assume the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party, and after . After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnifying Party shall will not be liable to the such Indemnified Party under this Section for any legal attorneys’ fees or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that . (ib) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the The Indemnified Party shall have the right to employ a single its own counsel if the Indemnifying Party elects to represent assume such defense, but the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) in the case Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingParty, which consent shall not be unreasonably withheld.

Procedures. Subject to (a) The indemnification provided under Section 10.02 shall be the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice exclusive remedy of the commencement parties hereto for any breach or non- compliance with any of the terms of this Agreement. (b) All claims for indemnification under Section 10.02 hereof shall be asserted and resolved as follows: (i) In the event that any action, proceeding, investigation or claim by any Contractowner or other third for which a party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying PartyINDEMNIFYING PARTY"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not ) may be liable to the other party (the "INDEMNIFIED PARTY") hereunder is asserted against an Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Partya third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from the right receipt of the Claim Notice (the "NOTICE PERIOD") to employ a single counsel to represent notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the Indemnifying Party's liability to the Indemnified Party hereunder with respect to such claim and (ii) whether or not the Indemnifying Party desires, in which event at the reasonable fees sole cost and expenses expense of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in to defend against such claim. In the case of any Proceeding brought by any governmental authorityevent that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party against such claim, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion. The Indemnifying Party may not settle any claim without the consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed. If the Indemnified Party desires to participate in, but not control, any such defense or settlement the Indemnified Party may do so at the Indemnified Party's sole cost and expense. If the Indemnifying Party elects not to assume defend the defense ofIndemnified Party against such claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such Proceedingclaim in the Indemnified Party's sole discretion, and if it is ultimately determined that the Indemnifying Party is responsible therefor under Section 10.02, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto. If the Indemnifying Party has defended or settled any such claim and it is ultimately determined that the Indemnifying Party is not responsible therefor under Section 10.02, the Indemnified Party shall promptly pay to the Indemnifying Party the amount of the judgment or settlement paid by the Indemnifying Party. (ii) In the event the Indemnified Party should have an indemnification claim against the Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected by a third party, the Indemnified Party shall with reasonable promptness after learning of the basis for such claim send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that the Indemnifying Party disputes such indemnification claim, the amount of such indemnification claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify Indemnified Party that it disputes such claim, the parties shall attempt to resolve such dispute within 30 days and if not so resolved, the Indemnified Party must bring an action to determine liability for indemnification within 60 days thereafter or shall lose its rights to indemnification, provided that the Indemnified Party will not be required to bring any such action prior to the earlier of (i) the date on which such claim would expire pursuant to Section 10.01 and (ii) the date on which the aggregate amount of liquidated Losses that are the subject of unresolved Claims Notices exceeds $500,000 prior to eighteen months after the Closing Date, and $300,000 thereafter. (iii) The Indemnifying Party shall have no liability for indemnification for a claim unless the Indemnifying Party agrees to same or is found to be liable by a court (or arbitration panel) of competent jurisdiction. (iv) In connection with any indemnification claim, the Indemnified Party shall give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which relate to the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party with respect thereto and Indemnified Party otherwise shall cooperate with Indemnifying Party (and with its insurance company, if applicable) in defending a third party claim. (c) In computing the amount to be paid pursuant to the indemnification provisions of Section 10.02, the indemnification shall be for the net amount of a loss after giving effect to anything which mitigates the loss (and the Indemnified Party agrees to use its reasonable best efforts to mitigate such loss), and after taking into account insurance proceeds or any other recovery resulting from the loss. If, after the payment of any indemnification hereunder, the amount of a loss shall be reduced beyond the amount that an indemnification obligation has previously been reduced pursuant to the preceding sentence, then the amount of such additional reduction in loss (less any expenses incurred in connection with such reduction) shall promptly be repaid to the party that made the payment to which the reduction relates. (d) Neither Seller nor either of the Acquiring Companies shall take any action outside the ordinary course of business with the sole intent of creating a right to indemnification under this Agreement that would not be obligated under any settlement agreement relating otherwise exist but for such action. (e) The parties agree to arbitrate disputes hereunder as provided in the Escrow Agreement or pursuant to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldother mutually agreeable procedure.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware If any Action shall be brought against any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to of which indemnity may be made sought pursuant to this Section 7.2 against another party to this Agreement (or the "Indemnifying Party")Series 2023 Amendment, or the Warrants, such Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify writing, and the Indemnifying Party shall not relieve have the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and right to assume the defense thereof, thereof with counsel satisfactory of its own choosing reasonably acceptable to the such Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the . Such Indemnified Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a single counsel reasonable period of time to represent assume such defense and to employ counsel, (c) in such Action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 11, in which event case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate single counsel shall counsel. The Indemnifying Party will not be borne liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, and which shall not be unreasonably withheld, conditioned or delayed or (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the case Series 2023 Amendment or the Warrants. If the Indemnifying Party assumes the defense of any Proceeding brought by Action against any governmental authorityIndemnified Party, the Indemnifying Party shall have the right to participate innot, but not to assume the defense ofwithout such Indemnified Party’s prior written consent, such Proceeding. The Indemnifying Party shall not be obligated under enter into any settlement agreement relating or compromise or consent to the entry of any Proceeding judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified in full under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldAgreement.

Procedures. Subject to the provisions of Section 7.2(d)If Licensee, promptly after receipt by a Delaware Indemnified Party Licensor or a Lincoln Indemnified Party their respective Affiliates (each, in each case an "Indemnified Party") ), receive any written claim which such Indemnified Party believes is the subject of notice of the commencement of any action, proceeding, investigation or claim indemnity hereunder by any Contractowner or other third party another Party hereto (a an "ProceedingIndemnifying Party"), the Indemnified Party shall, if a claim in respect as soon as reasonably practicable after forming such belief, give notice thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify provided that the failure to give timely notice to the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party as contemplated hereby shall not relieve release the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, Party unless the Indemnifying Party demonstrates that the defense of such claim is materially prejudiced by such failure. The Indemnifying Party shall be entitled have the right, by prompt written notice to participate in and the Indemnified Party to assume the defense thereofof such claim at its cost, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in Licensor shall assume the reasonable judgment defense of any claims of patent infringement related to the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for Licensed Products. If the Indemnifying PartyParty does not so assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party shall have may assume the right to employ a single defense, with counsel to represent of its choice, but at the Indemnified Party, in which event the reasonable fees and expenses cost of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, . If the Indemnifying Party so assumes the defense, it shall have absolute control of the right to litigation; provided that the Indemnified Party may, nevertheless, participate in, but therein through counsel of its choice and at its cost. The involved Party not to assume assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party defending the same, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingand then only with the consent of the other Party, which consent shall not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which (i) imposes on the Indemnified Party any liability or obligation which cannot be assumed or performed in full by the Indemnifying Party, (ii) does not unconditionally release the Indemnified Party, (iii) requires a statement as to or an admission of fault, culpability or failure to act by or on behalf of Indemnified Party or (iv) imposes any restrictions on the conduct of business by the Indemnified Party.

Procedures. Subject (a) Promptly after any Person entitled to the provisions indemnity hereunder receives notice or otherwise becomes aware of Section 7.2(d), promptly after receipt by any Third Party claim reasonably expected to be formally made against a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, Third Party action or proceeding, investigation or claim by any Contractowner or other third party in each case which may give rise to indemnification hereunder (a "Proceeding"“Claim”), such Person (the Indemnified Party “Aggrieved Party”) shall, if a an indemnity claim in with respect thereof thereto is to be made against any Party obligated to provide indemnification pursuant to this Section 7.2 against another party to this Agreement Article 6 (the "“Indemnifying Party"”), notify the give such Indemnifying Party in writing written notice of such claim or the commencement of such action or proceeding or any of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationforegoing; provided, however, that (i) if, in failure to give such notification will not affect the reasonable judgment of indemnification provided hereunder except to the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, extent the Indemnifying Party shall have the right to participate in, but not been actually prejudiced as a result of such failure. The Indemnifying Party may elect to assume the defense ofof any such Claim, or any litigation resulting from such ProceedingClaim. Upon such assumption, the Aggrieved Party shall reasonably cooperate fully with the Indemnifying Party in the conduct of such defense. Such duty on the part of the Aggrieved Party to cooperate in such defense shall include (i) providing reasonable assistance in compiling and verifying responses to discovery requests, (ii) providing reasonable access to its employees for purposes of consulting, , providing deposition and trial testimony and expert opinions and (iii) making reasonably available to the Indemnifying Party all books, records and other information as may have relevance to the defense. The Aggrieved Party may participate, at its expense (not subject to indemnification hereunder), in the defense of such Claim; provided, however, that the Indemnifying Party shall direct and control the defense of such Claim. The Indemnifying Party shall not, in the defense of such Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of the Aggrieved Party which, in either case, may not be unreasonably withheld, delayed or conditioned. In addition, all awards and costs payable by a Third Party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. The Indemnifying Party shall not be obligated under entitled to control, and the Aggrieved Party shall be entitled to have sole control over, the defense or settlement of any settlement agreement relating claim to the extent that such claim seeks any Proceeding under this Section 7.2 injunction relief against the Aggrieved Party. (b) If the Indemnifying Party shall fail to which assume the defense of a Claim, the Aggrieved Party may defend against such Claim in such reasonable manner as it has not consented in writingmay deem appropriate and the Aggrieved Party may settle such Claim (but only with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned) on such terms as it may deem appropriate with reasonable advance notice to the Indemnifying Party, and, if the refusal to defend is in breach of the obligations hereunder, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any indemnifiable Losses incurred by the Aggrieved Party in connection with the defense against or settlement of such Claim. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware an Indemnified Party under Section 8.1 of written notice of any damage, loss or a Lincoln expense in respect of which indemnity may be sought hereunder by it, such Indemnified Party will, if a claim is to be made against the Transferor, notify the Transferor thereof in writing; but the omission so to notify the Transferor will not relieve the Transferor from any liability (each, an "otherwise than under this Section 8.1) which it may have to any Indemnified Party") of notice of the commencement of any action, proceeding, investigation Party except as may be required or claim by any Contractowner or other third party (a "Proceeding")provided otherwise than under this Section 8.1. Thereafter, the Indemnified Party shalland the Transferor shall consult, if to the extent appropriate, with a claim view to minimizing the cost to the Transferor of its obligations hereunder. In case any Indemnified Party receives written notice of any damage, loss or expense in respect thereof is of which indemnity may be sought hereunder by it and it notifies the Transferor thereof, the Transferor will be entitled to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")participate therein, notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any damage, loss or expense arises include both the Indemnified Party and the Transferor and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Transferor and may conflict therewith, the Indemnified PartyParty or Parties shall have the right to select one separate counsel for such Indemnified Party or Parties to assume such legal defenses and otherwise to participate in the defense of such damage, and after loss or expenses on behalf of such Indemnified Party or Parties. Upon receipt of notice from the Indemnifying Party Transferor to the such Indemnified Party of the Indemnifying Party's its election to assume the defense thereofof such damage, loss or expense and approval by the Indemnified Party of counsel, the Indemnifying Party Transferor shall not be liable to the such Indemnified Party under this Section 8.1 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that unless (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have employed such counsel in connection with assumption of legal defenses in accordance with the right proviso to the next preceding sentence, (ii) the Transferor shall not have employed and continued to employ a single counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, in which event Party within a reasonable time after notice of commencement of the reasonable fees and expenses of such separate single counsel shall be borne by action or (iii) the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party Transferor shall have authorized the right to participate in, but not to assume employment of counsel for the defense of, such Proceeding. The Indemnifying Indemnified Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldat the expense of the Transferor.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware If any Action shall be brought against any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to of which indemnity may be made sought pursuant to this Section 7.2 against another party to this Agreement (or the "Indemnifying Party")Series A Amendment, or the Warrants, such Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify writing, and the Indemnifying Party shall not relieve have the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and right to assume the defense thereof, thereof with counsel satisfactory of its own choosing reasonably acceptable to the such Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the . Such Indemnified Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a single counsel reasonable period of time to represent assume such defense and to employ counsel, (c) in such Action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 11, in which event case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate single counsel shall counsel. The Indemnifying Party will not be borne liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, and which shall not be unreasonably withheld, conditioned or delayed or (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the case Series A Amendment or the Warrants. If the Indemnifying Party assumes the defense of any Proceeding brought by Action against any governmental authorityIndemnified Party, the Indemnifying Party shall have the right to participate innot, but not to assume the defense ofwithout such Indemnified Party’s prior written consent, such Proceeding. The Indemnifying Party shall not be obligated under enter into any settlement agreement relating or compromise or consent to the entry of any Proceeding judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified in full under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldAgreement.

Procedures. Subject (i) The text of any Proposed Presentation will be presented in writing in the English language to the provisions other Party for review and comment reasonably prior to the time the presentation or publication is proposed for submission to any Third Party. Promptly after its receipt of such presentation or publication and reasonably prior to the time the presentation or publication is proposed for submission to any Third Party, the other Party will provide notice whether it has any comments or objection to the proposed presentation or publication. The submitting Party will consider in good faith all comments by the reviewing Party. (ii) If a reasonable objection is raised, including, for example, that the contents of the Proposed Presentation contain patentable subject matter for which patent protection should be sought, or that the Proposed Presentation discloses Confidential Information of the other Party, then submission of the Proposed Presentation will be delayed, unless and until such time as consent to submission of the presentation or publication is given (such consent not to be unreasonably withheld or delayed) or except as otherwise provided in subsection (iii) below or Section 11.6(b) above. Each Party will be acknowledged on any Proposed Presentation by the other Party in accordance with generally accepted rules of authorship. (iii) Prior to the date that POZEN transfers to GSK the NDA for a particular Collaboration Product, POZEN will retain final decision making authority under the terms of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party"11.6(c) of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is with regard to Proposed Presentations relating to such Collaboration Product to be made by GSK pursuant to this Section 7.2 against another party 11.6(c) and GSK will retain final decision making authority under the terms of Section 11.6(c) with regard to Proposed Presentations relating to such Collaboration Product to be made by POZEN pursuant to this Agreement (Section 11.6(c). From and after the "Indemnifying date that POZEN has transferred to GSK the NDA for a particular Collaboration Product and for so long as GSK holds the NDA for such Collaboration Product, GSK will retain final decision making authority under the terms of Section 11.6(c) with regard to Proposed Presentations relating to such Collaboration Product proposed to be made by either Party". Subject to the terms of Section 11.6(c), notify the Indemnifying Party in writing GSK may pursue a public relations campaign as part of its Commercialization efforts of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except Lead Product prior to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party transfer of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party NDA for any legal or other expenses subsequently incurred by the Indemnified Party in connection such Lead Product with the defense thereof other than reasonable costs prior consent of investigation; providedPOZEN and, howeverthereafter following such transfer, that (i) if, in without the reasonable judgment prior consent of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldPOZEN.

Procedures. Subject Any Person that may be entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification under this Agreement (each, an "Indemnified Party") of shall give written notice of to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party Person obligated to indemnify it (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the 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 counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in such defense and make available all records, notify materials and witnesses reasonably requested by the Indemnifying Party in writing of connection therewith at the commencement thereof; but the failure so to notify Indemnifying Party's expense. If the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume have assumed the defense thereof, of the claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceedingthereof. The Indemnifying Party shall not be obligated under liable for any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingclaim settled without its consent, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any 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. ▇▇ ▇▇ ▇▇▇▇▇ ▇▇all Warner-Lambert settle or otherwise ▇▇▇▇▇▇▇ ▇▇▇ ▇laim or potential cl▇▇▇, ▇▇▇▇▇▇ ▇▇ proceeding where such settlement or resolution would negatively impact the intellectual property rights of Inverness without the prior written consent of Inverness.

Procedures. Subject (a) The Party seeking indemnification under Section 7.2 (the “Indemnified Party”) agrees to give prompt notice to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party against whom indemnity is sought (each, an "Indemnified the “Indemnifying Party"”) of notice the assertion of any claim, or the commencement of any actionsuit, proceeding, investigation action or claim by any Contractowner or other third party proceeding (a "Proceeding"), the Indemnified Party shall, if a claim “Claim”) in respect thereof is to of which indemnity may be made pursuant to this sought under such Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify and will promptly provide the Indemnifying Party in writing of such information and access to personnel with respect thereto that the commencement thereof; but the Indemnifying Party may reasonably request. The failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2of its obligations hereunder, except to the extent that such failure to notify actually prejudices shall have adversely prejudiced the Indemnifying Party. In case any such Proceeding . (b) The Indemnified Party shall be brought against an Indemnified Party, obtain the prior written consent of the Indemnifying Party (which shall not be entitled unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to participate cooperate, in and to assume the defense thereofor prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, with counsel satisfactory to the Indemnified Partyinformation and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after notice from the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to that mitigation (less the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than Party’s reasonable costs of investigation; provided, however, that mitigation). (ie) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Each Indemnified Party shall have the right use reasonable efforts to employ a single counsel collect any amounts available under insurance coverage or through indemnification, contribution or other reimbursement arrangements from any other Person alleged to represent the Indemnified Partybe responsible, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Partyfor any Damages payable under Section 7.2, and (ii) in the case of amounts received from such sources shall offset any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated Damages otherwise payable under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.7.2

Procedures. Subject (a) The terms of this Section 7.4 shall apply to any claim (a "Claim") for indemnification under the provisions terms of Sections 7.2 or 7.3 for Losses arising out of or relating to matters asserted by third parties. The Section 7.2(d), promptly after receipt by a Delaware 7.2 Indemnified Party or a Lincoln Section 7.3 Indemnified Party (each, an "Indemnified Party") of ), as the case may be, shall give prompt written notice of such Claim to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third indemnifying party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")) under the applicable Section, notify which party may assume the Indemnifying Party in writing of the commencement defense thereof; but the , provided that any delay or failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except of its obligations hereunder only to the extent extent, if at all, that it is materially prejudiced by reason of such failure delay or failure. The Indemnified Party shall have the right to notify actually prejudices the Indemnifying Party. In case approve any such Proceeding shall be brought against an Indemnified Party, counsel selected by the Indemnifying Party shall be entitled to participate in and to assume approve the defense thereofterms of any proposed settlement, with counsel satisfactory such approval not to be unreasonably delayed or withheld (unless, in the case of approval of a proposed settlement, such settlement provides only, as to the Indemnified Party, and after notice from the payment of money damages actually paid by the Indemnifying Party to and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article 7 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 7 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party's election Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party fails to assume the defense of any Claim within ten Business Days after receiving written notice thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right right, subject to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article 7, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and (ii) in until the case Indemnified Party assumes the defense of any Proceeding brought by any governmental authorityClaim, the Indemnifying Party shall have advance to the right to participate in, but not to assume Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense ofof any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advancement that, in the event he or it receives any such advance, such Proceeding. The Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he or it was not be obligated under any settlement agreement relating entitled to any Proceeding indemnification under this Section 7.2 Article 7. (d) In no event shall an Indemnifying Party be required to which it has not consented pay in writingconnection with any Claim for more than one firm of counsel (and local counsel) for each of the following groups of Indemnified Parties: (i) Purchaser, which consent shall not be unreasonably withheldits Affiliates, directors, shareholders, officers, employees, agents and/or the legal representatives of any of them; and (ii) Seller, its Affiliates, directors, shareholders, officers, employees, agents and/or the legal representatives of any of them.

Procedures. Subject (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver written notice thereof to the provisions of Section 7.2(d), party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by a Delaware such Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of written notice of the commencement of Third Party Claim, describing in reasonable detail the facts giving rise to any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding")for indemnification hereunder, the Indemnified Party shall, amount or method of computation of the amount of such claim (if a claim in known) and such other information with respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify thereto as the Indemnifying Party in writing of the commencement thereof; but the may reasonably request. The failure so to notify the Indemnifying Party provide such notice, however, shall not relieve release the Indemnifying Party from any liability of its obligations under this Section 7.2, Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure failure. (b) The Indemnifying Party shall have the right to notify actually prejudices participate (at the Indemnifying Party. In case ’s expense) in or, at its option and upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, assume the defense thereof (including any such Proceeding shall be brought against an Indemnified Partyappeal or settlement), at the expense of the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party . Notwithstanding anything in this Section 8.4(b) to the Indemnified Party of the Indemnifying Party's election to assume the defense thereofcontrary, the Indemnifying Party shall not be liable entitled to assume the defense of a Third Party Claim pursuant to the first sentence of this Section 8.4(b) if (i) such claim involves potential criminal liability, (ii) the Indemnified Party reasonably determines that it would be inappropriate for any a single counsel to represent all parties under applicable standards of legal ethics, (iii) such claim seeks an injunction or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of equitable relief against the Indemnified Party, it is advisable for or (iv) the Indemnifying Party fails to defend such action in a timely and reasonably manner or the Indemnified Party reasonably determines that the amount of the Third Party Claim if successful would be likely to be represented exceed the Indemnifying Party’s liability under this Agreement. In any Third Party Claim defended by separate counsel other than counsel for the Indemnifying Party, (x) the Indemnified Party shall have the right to employ a single be represented by counsel and accountants at its own expense, (y) to represent the extent the Indemnified Party is not represented by its own counsel, the Indemnifying Party shall make itself reasonably available to the Indemnified Party to discuss the status of such Third Party Claim, and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Third Party Claim, but in the case of clauses (y) an (z), at the expense of the Indemnifying Party and subject to the further limitations set forth in Section 8.4(e). (c) If notice is given to the Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within 30 days after the Indemnified Party’s notice is given, in which event give notice to the reasonable fees and expenses Indemnified Party of its election to assume the defense of such separate single counsel Third Party Claim, or if the Indemnifying Party is not entitled to assume the defense of such Third Party Claim pursuant to Section 8.4(b), the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense of such claim at the Indemnifying Party’s expense. The Indemnifying Party may elect to participate in such proceedings, negotiations or defense at any time at its own expense. (d) No compromise or settlement of any Third Party Claim may be borne effected by the Indemnifying Party without the other party’s prior written consent unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person or any other wrongdoing, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iiiii) the Indemnified Party and its Affiliates receive an unconditional release from all Liabilities with respect to such claim. The Indemnified Party may only settle a Third Party Claim to the extent that the Indemnifying Party fails to defend such Third Party Claim in a timely and reasonably manner. (e) All of the parties shall reasonably cooperate (at the Indemnifying Party’s expense) in the case defense or prosecution of any Proceeding brought by Third Party Claim in respect of which a claim for indemnification may be sought under Section 8.2 or Section 8.3 and each of the Buyer and the Sellers (or a duly authorized Representative of such party) shall (and shall cause their Affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that no party shall be required to provide records or information to the extent the provision of such information would cause the attorney-client or similar privilege to be waived. (f) In the event any governmental authorityIndemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceedingmay reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party shall not be obligated under from any settlement agreement relating to any Proceeding of its obligations under this Section 7.2 Article VIII except to which it has not consented in writing, which consent shall not be unreasonably withheldthe extent that the Indemnifying Party is prejudiced by such failure.

Procedures. Subject (a) In the event that any Proceeding for which an Indemnifying Party may have liability to the provisions of Section 7.2(dany Indemnified Party hereunder is actually threatened, asserted against or sought to be collected from any Indemnified Party by a third party and such Indemnified Party has actual knowledge thereof (a “Third-Party Claim”), promptly after receipt by a Delaware such Indemnified Party or a Lincoln shall promptly (but no later than ten (10) Business Days after such Indemnified Party (each, an "Indemnified Party") of receives actual notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified such Third-Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), Claim) notify the Indemnifying Party in a writing that (i) describes such Third-Party Claim in reasonable detail (including the particular sections of this Agreement pursuant to which indemnification is being sought by the Indemnified Party) and (ii) sets forth the amount or the estimated amount sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the commencement thereoffinal amount recoverable in respect of, or otherwise limit the amount of recovery the Indemnified Party may seek in respect of, such Third-Party Claim) (a “Claim Notice”); but provided, however, that a delay in providing a Claim Notice in accordance with this Section 12.4(a) shall not affect the failure so rights of an Indemnified Party hereunder, except (and only to notify the extent that) any such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party shall not relieve the Indemnifying with respect to such Third-Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified PartyClaim (in which case, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party relieved only of any portion of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationindemnification liability hereunder that resulted from such delay); provided, howeverfurther, that (i) if, in for any Third-Party Claims relating to the reasonable judgment exposure or alleged exposure of the Indemnified Party, it is advisable for the Indemnified Party any person to be represented by separate counsel other than counsel for the Indemnifying Partyasbestos or asbestos-containing substances or materials, the Indemnified Party shall have not be required to submit a formal Claim Notice to the right Indemnifying Party and may instead promptly forward a copy of any complaint, demand letter or similar documentation to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party. The Indemnifying Party shall have twenty (20) days (or such lesser number of days set forth in the Claim Notice as may be required in the event of a litigated Proceeding) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires to assume the control, investigation and defense of such Third-Party Claim. For purposes of the matter set forth on Schedule 12.2(a)(iv) of the Seller Disclosure Schedule (the “Specified Matter”), the parties hereto acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Seller shall be deemed to have assumed the control, investigation and defense of the Specified Matter; provided that Seller shall (A) keep Purchaser reasonably informed of all substantive developments and events relating to the Specified Matter, (B) reasonably promptly forward copies to Purchaser of any litigation filings or substantive correspondence with other parties with respect to the Specified Matter, (C) provide Purchaser with a reasonable opportunity to review and comment on any proposed substantive litigation filings in connection with the Specified Matter and (D) notify Purchaser in advance of any settlement discussions in connection with the Specified Matter, and confer with Purchaser regarding the strategy and objectives for any such discussions. Notwithstanding anything in this Agreement to the contrary, for so long as Seller has assumed the control, investigation and defense of the Specified Matter, Seller shall be responsible for all legal defense costs (iiincluding reasonable attorneys’ fees) relating to the Specified Matter. (b) In the event that, prior to the expiration of the Notice Period, the Indemnifying Party notifies the Indemnified Party in writing that it desires to assume the case control, investigation and defense of any Proceeding brought by any governmental authoritysuch Third-Party Claim, subject to Section 12.4(c), (i) the Indemnifying Party shall have the right to participate incontrol the investigation and defense of such Third-Party Claim at the Indemnifying Party’s sole cost and expense, but not including the appointment, removal or replacement of counsel; provided that, other than with respect to assume the defense Specified Matter, the counsel is reasonably acceptable to the Indemnified Party; provided, further, that, other than with respect to the Specified Matter, the Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party against any Losses that may be directly or indirectly suffered, paid, incurred or sustained by the Indemnified Party that, directly or indirectly, arise out of, result from or are related to such Proceeding. The Third-Party Claim to the extent required hereunder; (ii) the Indemnifying Party shall not be obligated under settle or compromise or offer to settle or compromise (“Settlement”) or consent to the entry of any settlement agreement relating Order with respect to any Proceeding under this Section 7.2 to which it has not consented in writing, Third-Party Claim (including the Specified Matter) without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (1) such Settlement or Order does not (I) include any criminal liability or injunctive or non-monetary relief against the Indemnified Party or any of its Affiliates, (II) require any admission of liability (other than with respect to the Specified Matter) or require any admission of a violation of Legal Requirement by the Indemnified Party or any of its Affiliates, or (III) other than with respect to the Specified Matter, require any admission that would have an adverse effect on other claims then pending or threatened in writing against the Indemnified Party or any of its Affiliates that have been made known to the Indemnifying Party, (2) the Indemnifying Party fully indemnifies the Indemnified Party for all Losses arising out of, resulting from or related to the Third-Party Claim that is the subject of such Settlement or Order, and (3) the settlement contains a full and unconditional release of the Indemnified Party; provided that, with respect to a Settlement of the Specified Matter proposed by Seller, clause (ii)(2) shall be deemed to have been satisfied, and Purchaser shall be deemed to have consented to such Settlement, if Seller bears at least fifty percent (50%) of the Losses with respect to such proposed Settlement of the Specified Matter; (iii) the Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party and its Representatives in the investigation, defense and Settlement of such Third-Party Claim, including by, to the extent permitted by applicable Legal Requirements, (x) furnishing documentary evidence to the extent reasonably available to the Indemnified Party or its Affiliates and (y) providing reasonable access to the Indemnified Party’s Representatives, as reasonably necessary to ensure the proper and adequate defense of a Third-Party Claim and (iv) the Indemnified Party shall have the right, but not the obligation, to participate in any such investigation and defense and to employ separate counsel of its choosing (at the Indemnified Party’s sole cost and expense, unless, (A) there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (B) there are one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or (C) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to defend in good faith a Third-Party Claim it has assumed, as provided in Sections 12.4(a) or 12.4(b), then in each case, the Indemnifying Party shall be liable for the reasonable and documented out-of-pocket fees and expenses of the Indemnified Party for one separate counsel (in addition to any necessary local counsel) to the extent such Third-Party Claim is subject to indemnification or reimbursement under this Article XII); provided that clauses (A), (B) and (C) shall not apply with respect to the Specified Matter. (c) Notwithstanding Section 12.4(b), other than with respect to the Specified Matter, if a Third-Party Claim (i) is a Proceeding or threatened Proceeding by a Governmental Authority, (ii) seeks injunctive or other non-monetary relief, that, if granted, would adversely affect the Indemnified Party or any of its Affiliates, (iii) seeks a finding or admission of liability or a violation of any criminal or civil regulatory Legal Requirement by the Indemnified Party or any of its Affiliates, (iv) seeks a finding or admission that would have an adverse effect on other claims actually made or threatened in writing against the Indemnified Party or any of its Affiliates or (v) would materially and adversely affect the ongoing business (including any dispute with any officers, managers, key employees, customers, suppliers, vendors and others having commercial relationships with the Indemnified Party or any of its Affiliates) of the Indemnified Party or any of its Affiliates (any such Third-Party Claim, an “Indemnified Party Defense Matter”) then, in each case of the foregoing clauses (i)-(v), the Indemnified Party shall be entitled to assume the control, investigation and defense such Third-Party Claim at the sole expense of the Indemnifying Party and the Indemnifying Party shall have the right, but not the obligation, to participate in any such investigation and defense and to employ separate counsel of its choosing (at the Indemnifying Party’s sole cost and expense). Notwithstanding the foregoing, the Indemnified Party shall not affect a Settlement or consent to the entry of any Order of an Indemnified Party Defense Matter, unless such Settlement or consent complies with Section 12.4(b) mutatis mutandis. (d) The Indemnifying Party shall give the Indemnified Party a reasonable period to review and comment upon drafts of any documentation relating to any Settlement that the Indemnifying Party proposed to enter into or Order that the Indemnifying Party proposed to consent to, and the Indemnifying Party shall consider any such comments in good faith. (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 12.4(c), or (iii) after assuming the defense of a Third-Party Claim, fails to defend in good faith such Third-Party Claim then, in each case, the Indemnified Party shall have the right, but not the obligation, to control the investigation, defense and resolution of such Third-Party Claim, and shall reasonably consult with the Indemnifying Party regarding the strategy for investigation, defense and resolution of such Third-Party Claim, it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to allow for the proper and adequate investigation, defense and resolution of a Third-Party Claim, including by providing reasonable access during normal business hours to each other’s relevant business records and other documents and employees. The Indemnified Party and the Indemnifying Party shall keep each other reasonably informed with respect to the status of such Third-Party Claim and shall, to the extent permitted by applicable Legal Requirements, deliver to each other copies of all material written notices and documents (including court papers) received by the other that relate to the Third-Party Claim, and the Indemnifying Party, to the extent it is controlling the investigation and defense of such Third-Party Claim, shall in good faith allow the Indemnified Party to propose comments to the materials submitted in such defense (and shall consider such comments in good faith). (g) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Article XII for Losses not involving a Third-Party Claim that such Indemnified Party believes gives rise to a claim for indemnification or reimbursement in accordance with the terms of this Article XII, the Indemnified Party shall promptly notify the Indemnifying Party of such Losses in a writing that meets the requirements set forth in Section 12.4(a); provided, however, that a delay in providing such notification in accordance with the requirements set forth in Section 12.4(a) shall not affect the rights of an Indemnified Party hereunder, except (and only to the extent that) any such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party with respect to such claim (in which case, the Indemnifying Party shall be relieved only of any portion of the indemnification obligation hereunder that resulted from such delay). (h) Notwithstanding anything in this Section 12.4 to the contrary, neither Purchaser nor Seller shall be required to provide access to or disclose any information (i) that is subject to attorney-client privilege, work product protection or trade secret protection or other similar privilege or protection or (ii) if such access or disclosure would (A) or would reasonably be expected to cause material harm to such party or (B) violate applicable Legal Requirements, contravene fiduciary duty or conflict with any Contract by which Purchaser, the Acquired Companies or any of their respective Affiliates is bound; provided that the party not providing access or disclosing information shall advise the other party that the party not providing access or disclosing information is withholding such information and shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) to the other party in a manner that does not violate any of the foregoing clause (i) or clause (ii).

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware an Indemnified Party or of knowledge that a Lincoln Claim exists (a “Claim Proceeding”), such Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shallwill, if a claim in respect thereof is to be made pursuant to this Section 7.2 hereunder against another party to this Agreement the Indemnifying Party in respect thereof, promptly (the "Indemnifying Party"), and in any event within ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; but provided that (i) the failure omission so to notify the Indemnifying Party shall will not relieve the Indemnifying Party it from any liability under this Section 7.2, that it may have hereunder except to the extent that it has been materially prejudiced by such failure and (ii) the omission so to notify actually prejudices the Indemnifying PartyParty will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.04. In case any such Proceeding shall be Claim Proceedings are brought against an any Indemnified PartyParty and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall will be entitled to participate in and therein, and, to the extent that it may elect by written notice delivered to such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party; provided that if the defendants in any such Claim Proceedings include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and after to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereofof such Claim Proceedings and approval by such Indemnified Party of counsel, the Indemnifying Party shall not be liable to the such Indemnified Party for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation; provided, however, that ) unless (ix) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the such Indemnified Party shall have employed separate counsel in connection with the right assertion of legal defenses in accordance with the preceding sentence, (y) the Indemnifying Party shall not have employed counsel reasonably satisfactory to employ a single counsel such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and Claim Proceedings or (iiz) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have authorized in writing the right to participate in, but not to assume the defense of, employment of counsel for such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldIndemnified Party.

Procedures. Subject to the provisions of Section 7.2(d), As promptly as reasonably practicable after receipt by a Delaware an Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") under this Section 10 of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the action for which such Indemnified Party shallis entitled to indemnification under this Section 10, such Indemnified Party will, if a claim in respect thereof is to be made pursuant to against the Indemnified Party under this Section 7.2 against another party to this Agreement (the "Indemnifying Party")10, notify the Indemnifying Party in writing of the commencement thereofthereof in writing; but the failure omission to so to notify the Indemnifying Party shall (i) will not relieve such Indemnifying Party from any Liability under Section 10.1 above and (ii) will not, in any event, relieve the Indemnifying Party from any liability under this obligations to any Indemnified Party otherwise than the indemnification obligation provided in Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party10.1 above. In case any such Proceeding shall be action is brought against an any Indemnified Party, and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall will be entitled to participate in and therein and, to the extent that it may determine, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party) at the expense of the Indemnifying Party; provided, however, that if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it and/or other Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (iv) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party, then, in each such case, the Indemnifying Party shall not have the right to direct the defense of such action on behalf of such Indemnified Party or Parties and such Indemnified Party or Parties shall have the right to select separate counsel (including local counsel) to defend such action on behalf of such Indemnified Party or Parties at the expense of the Indemnifying Party. After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election to assume the defense thereof and approval by such Indemnified Party of counsel appointed to defend such action, the Indemnifying Party will not be liable to such Indemnified Party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless the Indemnified Party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, representing the Indemnified Party for any legal who are parties to such action or other expenses subsequently incurred by actions). The Indemnifying Party shall not, without the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment prior written consent of the Indemnified Party, it is advisable for effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to be represented by separate counsel other than counsel for the Indemnifying Partysuch action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses from all Liability arising out of such separate single counsel shall be borne by the Indemnifying Party, action or claim and (ii) in the case does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldIndemnified Party.

Procedures. Subject (a) Any claim for recovery or indemnification pursuant to Section 8.1 will be made within ten (10) days after discovery of the provisions circumstances underlying such claim in a written statement signed by the Indemnified Party, which will specify in reasonable detail each Loss suffered by the Indemnified Party and the estimated amount thereof, the date such item was claimed or the facts giving rise to such claim were discovered, the basis for any alleged liability and the nature of Section 7.2(d), promptly the breach or claim to which each such item is related. 8.2.1 Within ten (10) days after receipt by a Delaware the Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") hereunder of notice of the commencement of any such action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the such Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")Party hereunder, notify the Indemnifying Party in writing thereof requesting indemnification and specifying the basis for which indemnification is sought and the amount of asserted Losses, to the commencement thereof; extent then known, but the failure omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 8.2 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 8.2 if and to the extent the Indemnifying Party from any liability under this Section 7.2, except to the extent that is prejudiced by such failure to notify actually prejudices the Indemnifying Partyomission. In case any such Proceeding action shall be brought against an any Indemnified PartyParty by a third party (a "THIRD PARTY CLAIM") and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and and, to the extent it shall wish, to assume and undertake the defense thereof, of such Third Party Claim with counsel satisfactory to the such Indemnified Party, and and, after notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to the such Indemnified Party under this Section 8.2 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of investigation; such counsel, provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that (i) if, in there may be reasonable defenses available to it which are different from or additional to those available to the reasonable judgment Indemnifying Party or if the interests of the Indemnified Party, it is advisable for Party reasonably may be deemed to conflict with the Indemnified Party to be represented by separate counsel other than counsel for interests of the Indemnifying Party, the Indemnified Party shall have the right to employ a single select one separate counsel and to represent assume such legal defenses and otherwise to participate in the Indemnified Partydefense of such action, in which event with the reasonable expenses and fees and expenses of such separate single counsel shall and other expenses related to such participation to be borne reimbursed by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldas incurred.

Procedures. Subject (a) If any Person who or which is entitled to the provisions of seek indemnification under Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party 10.2 (each, an "“Indemnified Party"”) of receives notice of the assertion or commencement of any action, proceeding, investigation or claim asserted against an Indemnified Party by any Contractowner or other a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a "Proceeding"written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party shallClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, if a claim in respect thereof except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be made pursuant without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Section 7.2 against another party to this Agreement (the "Indemnifying Party"Article X), notify then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in writing accordance with this Section 10.3(b). The Indemnifying Party shall have full control of the commencement such defense and proceedings, including any compromise or settlement thereof; but the failure so to notify provided that the Indemnifying Party shall not relieve enter into any settlement agreement without the Indemnifying written consent of the Indemnified Party from any liability under this Section 7.2(which consent shall not be unreasonably withheld, except to the extent conditioned or delayed); provided further, that such failure consent of the Indemnified Party shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to notify actually prejudices all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party's election , to assume the defense thereof, cooperate with the Indemnifying Party shall and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not be liable control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party for any legal or other shall bear its own costs and expenses subsequently incurred by with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party in connection with that the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for Indemnifying Party elects to defend the Indemnified Party pursuant to be represented by separate counsel other than counsel for the Indemnifying PartySection 10.3(b), then the Indemnified Party shall have the right to employ a single defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to represent the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in which event the reasonable fees good faith and expenses have full control of such separate single counsel shall defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be borne by sought hereunder, without the Indemnifying Party, and ’s consent (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party 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 Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will 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. (e) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds and any indemnification reimbursement proceeds realized by and paid to the Indemnified Party in respect of such claim, and the amount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Loss.

Procedures. Subject If a Party seeks indemnification under this Article IX, such Party (the “Indemnified Party”) shall promptly give written notice to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified other Party (each, an "Indemnified the “Indemnifying Party"”) of after receiving written notice of the commencement of any action, lawsuit, proceeding, investigation or claim by any Contractowner investigation, or other claim against it (if by a third party party) or discovering the liability, obligation, or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (a "Proceeding"if known and quantifiable), and the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement basis thereof; but provided that the failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, of its obligations hereunder except to the extent that such failure to notify actually prejudices shall have prejudiced the Indemnifying Party. In case that regard, if any such Proceeding action, lawsuit, proceeding, investigation, or other claim shall be brought against an or asserted by any third party which, if adversely determined, would entitle the Indemnified PartyParty to indemnity pursuant to this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense and option (subject to the limitations set forth below) and shall be entitled to control and appoint lead counsel of such defense which shall be counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree in writing to be fully responsible for all Losses relating to such claims and to provide full indemnification to the Indemnified Party for all Losses relating to such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the defense thereoffees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (each, an “Indemnified Party Controlled Proceeding”) (i) involves a claim to which the Indemnified Party reasonably believes could be materially detrimental to or injure the Indemnified Party’s reputation, customer or supplier relations or future business prospects, (ii) seeks non-monetary relief from the Indemnified Party (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (iii) involves criminal allegations with counsel satisfactory respect to the Indemnified Party, and after notice from (iv) is one in which the Indemnifying Party is also a party and joint representation would result in a conflict of interests or as to the principal allegations there may be legal defenses available to the Indemnified Party of which are different from or additional to those available to the Indemnifying Party's election , or (v) involves a claim as to assume the defense thereofwhich, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred upon petition by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it the appropriate court rules that the Indemnifying Party failed or is advisable for failing to reasonably prosecute or defend. With respect to actions, lawsuits, proceedings and investigations or other claims asserted by a third party which are outstanding as of the Closing Date, if the Sellers are currently defending such action, lawsuit, proceeding, investigation or other claim, the Sellers shall have the right to control such defense subject to the right of the Purchaser Parties to divest the Sellers of such right if such action, lawsuit, proceeding, investigation or other claim would be an Indemnified Party to be represented by separate counsel other than counsel for Controlled Proceeding hereunder. If the Indemnifying PartyParty is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the right to employ a single counsel separate from counsel employed by the Indemnifying Party in any such action and to represent participate in the Indemnified Partydefense thereof, in which event but the reasonable fees and expenses of such separate single counsel employed by the Indemnified Party shall be borne by at the sole cost and expense of the Indemnified Party. If the Indemnifying Party, and (ii) in Party shall control the case defense of any Proceeding brought by any governmental authoritysuch claim, the Indemnifying Party shall have obtain the right to participate in, but not to assume prior written consent of the defense of, such Proceeding. The Indemnifying Indemnified Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to (which it has not consented in writing, which consent shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no adverse effect on any other claims that may be made against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Procedures. Subject (a) If any Person who or which is entitled to the provisions of seek indemnification under Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party 10.2 (each, an "“Indemnified Party"”) of receives notice of the assertion or commencement of any action, proceeding, investigation or claim asserted against an Indemnified Party by any Contractowner or other a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a "Proceeding"written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party shallClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, if a claim in respect thereof except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be made pursuant without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Section 7.2 against another party to this Agreement (the "Indemnifying Party"Article X), notify then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in writing accordance with this Section 10.3(b). The Indemnifying Party shall have full control of the commencement such defense and proceedings, including any compromise or settlement thereof; but the failure so to notify provided that the Indemnifying Party shall not relieve enter into any settlement agreement without the Indemnifying written consent of the Indemnified Party from any liability under this Section 7.2(which consent shall not be unreasonably withheld, except to the extent conditioned or delayed); provided further, that such failure consent of the Indemnified Party shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to notify actually prejudices all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party's election , to assume the defense thereof, cooperate with the Indemnifying Party shall and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not be liable control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party for any legal or other shall bear its own costs and expenses subsequently incurred by with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party in connection with that the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for Indemnifying Party elects to defend the Indemnified Party pursuant to be represented by separate counsel other than counsel for the Indemnifying PartySection 10.3(b), then the Indemnified Party shall have the right to employ a single defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to represent the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in which event the reasonable fees good faith and expenses have full control of such separate single counsel shall defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be borne by sought hereunder, without the Indemnifying Party, and ’s consent (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party 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 Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party"i) of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is A Person that may be entitled to be made pursuant to this Section 7.2 against another party to indemnified under this Agreement (the "“Indemnified Party”) shall promptly notify the Party or Parties liable for such indemnification (the “Indemnifying Party"), notify the Indemnifying Party ”) in writing of any pending or threatened claim or demand that the commencement thereofIndemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail (taking into account the information then available to the Indemnified Party) the facts and circumstances with respect to the subject matter of such claim or demand; but provided, that the failure so to notify the Indemnifying Party provide such notice shall not relieve release the Indemnifying Party from any liability of its obligations under Section 4.12(a) and this Section 7.2, 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure (as determined by a court of competent jurisdiction), it being agreed that notices for claims in respect of a breach of a covenant or agreement must be delivered prior to notify actually prejudices the Indemnifying Party. In case expiration of any applicable survival period specified in Section 9.1 for such Proceeding shall be brought against covenant or agreement. (ii) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified PartyParty pursuant to Section 4.12(a) and this Section 9.2, the Indemnifying Party shall will be entitled entitled, by notice to participate in and the Indemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third Party Claim, to assume the defense thereof, with counsel satisfactory to and control of such Third Party Claim (at the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party expense of the such Indemnifying Party's election to assume the defense thereof); provided, that the Indemnifying Party shall not be liable entitled to assume the defense and control of such Third Party Claim, if (i) the Third Party Claim relates to or arises in connection with any criminal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party for or any legal of its Affiliates, or other expenses subsequently incurred by (iii) defense of the Third Party Claim would reasonably be expected to harm the Indemnified Party’s reputation or business relationships,; provided, further, that if the Indemnifying Party assumes the defense and control of such Third Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in connection with the defense thereof other than reasonable costs of investigation; provided, however, such Third Party Claim with its own counsel and at its own expense except that (i) if, in the Indemnifying Party shall pay the reasonable judgment and documented fees and expenses of such external separate counsel if representation of both the Indemnified Party, it is advisable for Indemnifying Party and the Indemnified Party to be represented by separate the same counsel other than counsel for would create a conflict of interest. If the Indemnifying PartyParty does not assume the defense and control of any Third Party Claim pursuant to this Section 9.2(c)(ii), the Indemnified Party shall have be entitled to assume and control such defense and the right to employ a single Indemnifying Party shall pay the reasonable and documented fees and expenses of external counsel to represent retained by the Indemnified Party, but the Indemnifying Party may nonetheless participate in which event the reasonable fees and expenses defense of such separate single Third Party Claim with its own counsel and at its own expense. Purchaser or Sellers, as the case may be, shall, and shall cause each of their respective Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be borne authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or judgment does not involve any injunctive or other equitable relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates and expressly unconditionally releases the Indemnified Party and its Affiliates from all Liabilities with respect to such Third Party Claim. No Indemnified Party will consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.

Procedures. Subject (a) In order for a Buyer Indemnitee or a Seller Indemnitee (each an, “Indemnified Party”) to be entitled to any indemnification provided for under this Article as a result of a Loss with respect to a claim or demand made by any third Person against such Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver written notice thereof to the provisions of Section 7.2(d)party against whom indemnity is sought (such party, the “Indemnifying Party”) promptly after receipt by a Delaware such Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of Third Party Claim (and in any actionevent, proceeding, investigation or claim by any Contractowner or other third party within five (a "Proceeding"5) Business Days thereof), describing in reasonable detail the Indemnified Party shallfacts giving rise to the matter, the amount or method of computation of the amount of such claim (if a claim in known) and such other information with respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify thereto as the Indemnifying Party in writing of the commencement thereof; but the may reasonably request. The failure so or delay to notify the Indemnifying Party provide such notice, however, shall not relieve release the Indemnifying Party from any liability of its obligations under this Section 7.2, Article VIII except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party has forfeited material rights or defenses by reason of such failure or delay or is otherwise materially prejudiced by such failure or delay. (b) The Indemnifying Party shall be entitled have the right, upon written notice to participate in and the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof, thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Subject to Section 8.6(d), and after notice from if the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume assumes the defense thereof, the Indemnifying of such Third Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying PartyClaim, the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the Indemnified Partydefense thereof, in which event but the reasonable fees and expenses of such separate single counsel shall be borne at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense, negotiation or settlement and the Indemnified Party shall use commercially reasonable efforts to make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying PartyParty solely in connection with the defense, and (ii) in negotiation or settlement of such Third Party Claim. If the case Indemnifying Party assumes the defense of any Proceeding brought by any governmental authorityThird Party Claim, the Indemnifying Party shall have may not settle, compromise or discharge any Third Party Claim without the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, and which releases the Indemnified Party completely in connection with such Third Party Claim. 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 discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, based on the written advice of its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion related to money damages. If the Indemnifying Party does not elect to assume the defense, the Indemnified Party may assume the defense of such Third Party Claim, subject to the limitations set forth in this Section 8.6. (c) 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 promptly deliver written notice of such claim to the Indemnifying Party, describing in reasonable detail the facts giving rise to such matter, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure or delay to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party has forfeited material rights or defenses by reason of such failure or delay or is otherwise materially prejudiced by such failure or delay. (d) Notwithstanding anything in Section 8.6(b) or elsewhere in this Agreement to the contrary, the Seller shall have the exclusive right to control in all respects, and neither the Buyer nor any of its Affiliates shall be entitled to participate in, any audit, examination, contest, claim, suit, litigation or other proceeding with or against any Taxing Authority with respect to any Indemnified Taxes.

Procedures. Subject (a) The terms of this Section 9.3 shall apply to any claim (a "Claim") for indemnification under the provisions terms of Section 7.2(d), promptly after receipt by a Delaware Sections 9.1 and 9.2. The applicable AWS Indemnified Party or a Lincoln ACC Indemnified Party (each, an "Indemnified Party") of shall give prompt written notice of such Claim to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third indemnifying party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement hereunder (the "Indemnifying Party"), notify which may assume the Indemnifying Party in writing of the commencement defense thereof; but the , provided that any delay or failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except of its obligations hereunder only to the extent extent, if at all, that it is prejudiced by reason of such failure delay or failure: The Indemnified Party shall have the right to notify actually prejudices the Indemnifying Party. In case approve any such Proceeding shall be brought against an Indemnified Party, counsel selected by the Indemnifying Party shall be entitled to participate in (Friedman Kaplan Seiler & Adelman LLP and to assume Edwards & Angell, LLP being ▇▇▇▇▇▇ a▇▇▇▇▇▇b▇▇) ▇▇d t▇ ▇▇▇▇▇ve the defense thereofte▇▇▇ ▇▇ any ▇▇▇▇▇sed settlement (unless such settlement provides only, with counsel satisfactory as to the Indemnified Party, and after notice from the payment of money damages actually paid by the Indemnifying Party). The Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs, and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article 9. The right accruing to an Indemnified Party under this Article 9 shall not exclude any other right to which it or he may be lawfully entitled. Notwithstanding any of the foregoing to the contrary, the provisions of this Article 9 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 9 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense of a Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing to the Indemnified Party copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party's election , within ten business days after receiving written notice of any such Claim, fails to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right right, subject to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the 's right to participate in, but not to assume the defense ofpursuant to the provisions of this Article 9, to undertake the defense, compromise or settlement of such Proceeding. The Claim for the account of the Indemnifying Party Party. (d) Notwithstanding anything herein to the contrary, neither party shall not be obligated under have any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingliability hereunder for consequential or punitive damages, which consent shall not be unreasonably withheldeven if apprised of the possibility of such damages.

Procedures. Subject i) If the Seller Parties shall seek indemnification pursuant to the provisions of Section 7.2(d19(b), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of if the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"Buyer Parties shall seek indemnification pursuant to Section 19(a), the Indemnified Party shallshall give written notice to the Indemnifying Party promptly (and in any event within thirty (30) days) after the Indemnified Party (or, if the Indemnified Party is a corporation, any officer or employee of the Indemnified Party) becomes aware of the facts giving rise to such claim for indemnification (an “Indemnified Claim”) specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Losses, if known, the method of computation thereof, containing a reference to the provision of the Agreement in respect thereof is of which such Indemnified Claim arises and demanding indemnification therefor. Notwithstanding any other provision to the contrary, the Indemnifying Party shall not be made pursuant required to this Section 7.2 indemnify, defend or hold harmless any Indemnified Party against another party to this Agreement (or reimburse any Indemnified Party for any Losses unless the "Indemnifying Party"), notify Indemnified Party has notified the Indemnifying Party in writing in accordance with this Section 19(e) of a pending or threatened claim with respect to such matters within thirty (30) days of the Indemnifying Party becoming aware of such pending or threatened claim and within the applicable survival period set forth in Section 10. If the Indemnified Claim arises from the assertion of any claim, or the commencement thereof; but the failure so of any suit, action, proceeding or Remedial Action brought by a Person that is not a party hereto (a “Third Party Claim”), any such notice to notify the Indemnifying Party shall not relieve be accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Parry in connection with such Third Party Claim. With respect to any Third Party Claim asserted or brought prior to the Closing Date, notice of such Third Party Claim shall be deemed to have been delivered on the Closing Date. ii) Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to this Section 19(e) the Indemnifying Party from any liability under will be entitled to assume the defense and control of such Third Party Claim subject to the provisions of this Section 7.219(e) provided that in the case of matters involving actions or claims that, except to if not fast paid, discharged or otherwise complied with would result in a material interruption or cessation of the extent that such failure to notify actually prejudices conduct of the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified PartyBusiness, the Indemnifying Party shall be entitled act promptly to participate in and to assume the defense thereofavoid, with counsel satisfactory to the Indemnified Partyextent practicable, and after any such effects on the Business. After written notice from by the Indemnifying Party to the Indemnified Party of the Indemnifying Party's its election to assume the defense thereofand control of a Third Party Claim, the Indemnifying Party shall not be liable to the such Indemnified Party for any legal fees or other expenses subsequently incurred by the such Indemnified Party in connection with therewith. Notwithstanding anything in this Section 19(e) to the defense thereof other than reasonable costs of investigation; providedcontrary, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for if the Indemnifying PartyParty does not assume defense and control of a Third Party Claim as provided in this Section 19(e), the Indemnified Party shall have the right to employ a single counsel defend such Third Party Claim, subject to represent the limitations set forth in this Section 19(e), in such manner as it may deem appropriate. Whether the Indemnifying Parry or the Indemnified PartyParty is defending and controlling any such Third Party Claim, it shall select counsel, contractors, experts and consultants of reasonable recognized standing and competence, shall take all steps necessary in which event the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Losses relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable fees prudence to minimize Losses therefrom. The Indemnified Party shall, and expenses shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in connection with any Third Party Claim. iii) Subject to the provisions of Sections 19(e)(ii) and 19(e)(iv) the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims, and the Indemnified Party shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (a) pay or cause to be paid all amounts arising out of such separate single counsel settlement judgment concurrently with the effectiveness thereof; (b) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party’s business; and (c) shall obtain, as a condition of any settlement or other resolution, a complete release of each Indemnified Party against any and all damages resulting from, arising out of or incurred with respect to such settlement or other resolution. Except for the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be borne consented to by any Indemnifying Party or Indemnified Party without the Indemnifying Party, and (iiexpress written consent of the other party. iv) in In the case of the indemnification contemplated by Section 19(e)(ii), in the event that the Indemnifying Party desires to settle the matters referenced therein or consent to the entry of any Proceeding brought judgment arising thereunder and the Indemnified Party does not wish to consent to such settlement or entry of judgment, the Indemnified Party shall have no obligation to consent to the settlement or entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Losses; provided that the Indemnified Party shall not be required to consent to any settlement or agree to be responsible for the payment of Losses thereafter incurred with respect to any matter the settlement or entry of judgment of which would require the consent of such Indemnified Party pursuant to Section 19(e)(iii). Notwithstanding the foregoing, an Indemnifying Party may, at its option and expense, participate in the defense of any Indemnified Claim. v) If the Indemnifying Party and the Indemnified Party are unable to agree with respect to a procedural matter arising under this Section 19(e) the Indemnifying Party and the Indemnified Party shall, within ten (10) days after notice of disagreement given by either party, agree upon a third-party referee (“Referee”), who shall be an attorney and who shall have the authority to review and resolve the disputed matter. The parties shall present their differences in writing (each party simultaneously providing to the other a copy of all documents submitted) to the Referee and shall cause the Referee promptly to review any governmental authorityfacts, law or arguments either the Indemnifying Party or the Indemnified Party may present. The Referee shall be retained to resolve specific differences between the parties within the range of such differences. Either party may request that all discussions with the Referee by either party be in each other’s presence. The decision of the Referee shall be final and binding unless both the Indemnifying Party and the Indemnified Party agree. The parties shall share equally all costs and fees of the Referee. vi) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall have be subrogated, to the right extent of such payment, to participate in, but not to assume all rights and remedies of the defense of, such Proceeding. The Indemnifying Indemnified Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 insurance benefits or other claims of the Indemnified Party with respect to which it has not consented in writing, which consent shall not be unreasonably withheldsuch claim.

Procedures. Subject (a) The terms of this Section 8.4 shall apply to any claim (a "Claim") ----- for indemnification under the provisions terms of Sections 8.2 or 8.3. The Section 7.2(d), promptly after receipt by a Delaware 8.2 Indemnified Party or a Lincoln Section 8.3 Indemnified Party (each, an "Indemnified ----------- Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), as the Indemnified Party shallcase may be, if a claim in respect thereof is shall give prompt written notice of such Claim to be made pursuant to this Section 7.2 against another the indemnifying party to this Agreement (the "Indemnifying Party")) under the applicable Section, notify ------------------ which party may assume the Indemnifying Party in writing of the commencement defense thereof; but the , provided, that any delay or failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except of its obligations hereunder only to the extent extent, if at all, that it is materially prejudiced by reason of such failure delay or failure. The Indemnified Party shall have the right to notify actually prejudices the Indemnifying Party. In case approve any such Proceeding shall be brought against an Indemnified Party, counsel selected by the Indemnifying Party shall be entitled to participate in and to assume approve the defense thereofterms of any proposed settlement, with counsel satisfactory such approvals not to be unreasonably delayed or withheld (unless, in the case of approval of a proposed settlement, such settlement provides only, as to the Indemnified Party, and after notice from the payment of money damages actually paid by the Indemnifying Party to and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VIII shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by law. (b) In the event that the Indemnifying Party's election Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party fails to assume the defense of any Claim within thirty (30) days after receiving written notice thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right right, subject to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article VIII, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and (ii) in until the case Indemnified Party assumes the defense of any Proceeding brought by any governmental authorityClaim, the Indemnifying Party shall have advance to the right to participate in, but not to assume Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense ofof any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advancement that, in the event he or it receives any such advance, such Proceeding. The Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he or it was not be obligated under any settlement agreement relating entitled to any Proceeding indemnification under this Section 7.2 Article VIII. (d) In no event shall an Indemnifying Party be required to which it has not consented pay in writingconnection with any Claim for more than one firm of counsel (and local counsel) for each of the following groups of Indemnified Parties: (i) AT&T PCS, which consent shall not be unreasonably withheldits Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them; and (ii) the Company and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware Any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), shall notify the Indemnifying Party in writing (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VII, and shall provide to the commencement thereof; but Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim or action. Subject to Section 7.2(c)(iv), the failure to so notify or provide information to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2that it may have to any Indemnified Party, except to the extent that such the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to notify actually prejudices the Indemnifying Party. In give such notice, in which case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled relieved from its obligations under this Agreement to the extent of such material prejudice. The Indemnifying Party shall participate in and to assume the defense thereofdefend, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party's election to assume the defense thereof, ’s choice at the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationParty’s sole cost and expense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (iwhich consent shall not be unreasonably withheld, conditioned or delayed) ifunless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional 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 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 the Indemnified Party’s own expense in the reasonable judgment defense thereof by counsel of the Indemnified Party’s choice; provided, it is advisable 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 be represented by separate counsel other than pay such fees and expenses, or (b) counsel for the Indemnifying PartyParty reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to employ a single counsel do so, including, without limitation, the right to represent make any compromise or settlement thereof, and the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel Party shall be borne by entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and (ii) in amounts paid as the case result of any Proceeding brought by any governmental authoritysuch suit, the Indemnifying Party shall have the right to participate inaction, but not to assume the defense ofinvestigation, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldclaim or proceeding.

Procedures. Subject to the provisions of Section 7.2(d), promptly (a) Promptly after receipt by a Delaware the Indemnified Party under Section 10.02 or a Lincoln Indemnified Party (each, an "Indemnified Party"10.03(a) of notice of a Loss or the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding")Action against which it believes it is indemnified under this Article, the Indemnified Party shall, if a claim in respect thereof thereto is to be made pursuant to against the Indemnifying Party under this Section 7.2 against another party to this Agreement (the "Indemnifying Party")Article, notify the Indemnifying Party in writing of the commencement thereof; but provided, however, that the failure so omission to notify the Indemnifying Party shall not relieve the Indemnifying Party it from any liability under this Section 7.2, except that it may have to the Indemnified Party to the extent that the Indemnifying Parties is not prejudiced by such failure omission. (b) The Indemnifying Party shall, on or before the 15th day after receipt of a notice of Loss or Action given pursuant to notify actually prejudices Section 10.03(a), either (i) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Action in cash in immediately available funds (or if the Indemnified Party is a Buyer Indemnified Party and funds remain in the Escrow Amount, ICO shall immediately instruct the Escrow Agent to disburse funds from the Escrow Amount in an amount equal to the lesser of (x) an amount sufficient to satisfy such indemnification claim and (y) the amount remaining in the Escrow Amount; provided that if the Indemnifying Party's indemnification obligations exceed the amount remaining in the Escrow Amount, the Seller Indemnifying Parties shall pay the amount not covered by the Escrow Amount in cash in immediately available funds), (ii) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action but disavow the validity of the Loss or Action or the amount thereof and, in the case of an Action to the extent that it shall so desire in accordance with Section 10.03(d), assume the legal defense thereof or (iii) object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof, setting forth the grounds therefor in reasonable detail. In case If the Indemnifying Party does not respond to the Indemnified Party as provided in this Section 10.03(b) within such 15-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this Section 10.03(b) and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Action) unless such payment, settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Loss or Action. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of Section 10.03(b), the Indemnified Party may pay, settle or compromise or consent to the entry of any judgment with respect to the Loss or Action that was the subject of notice to the Indemnifying Party pursuant to Section 10.03(b) without the consent of the Indemnifying Party (but no such payment, settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of Section 10.03(b). Except as otherwise provided in the immediately preceding sentence and in Section 10.03(d), an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action, but, if such Loss or Action is paid, settled or compromised or if there is entered any judgment with respect to any such Proceeding Action, in either case with the consent of the Indemnifying Party, or if there shall be a final judgment for the plaintiff in any such Action in which the procedures set forth in Section 10.03(d) below were followed, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such payment settlement, compromise or judgment. (d) If an Action shall be brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party thereof in accordance with Section 10.03(a), the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of Section 10.03(b, be entitled to assume the legal defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties to any such Action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be entitled liable for the fees and expenses of more than one separate firm of attorneys (in addition to participate in and to assume the defense thereof, with counsel satisfactory to any local counsel) for the Indemnified Party. Except as aforesaid, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's its election to assume the defense thereofof such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any legal attorneys' fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs thereof. If the Indemnifying Party does not assume the defense of investigation; providedan Action as to which it has acknowledged liability, however, that (i) if, in the reasonable judgment of as between itself and the Indemnified Party, it is advisable for the Indemnified Party pursuant to be represented by separate counsel other than counsel for the Indemnifying Partyclause (ii) Section 10.03(b), the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and expenses and reasonable out-of-pocket expenses incurred in the defense thereof and the Indemnifying Party shall have be bound by the right to employ a single counsel to represent result obtained with respect thereto by the Indemnified Party. In addition to and not in limitation of the foregoing, in which event the reasonable fees connection with any Loss or Action relating to Environmental Laws and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authorityAuthorizations thereunder or Hazardous Substances, the Indemnifying Party shall have the right right, from time to time, (A) to review all environmental reports and records in the possession of the Indemnified Party to the extent related to such Loss or Action, (B) to have reasonable access to the applicable Real Property from time to time, and (C) to participate inin and comment on (1) any remedial action, but including the scope, extent, duration and cost of such remedial action, and (2) all discussions, negotiations and proceedings with Governmental Authorities and third parties in connection therewith; except that the provisions of this clause (C) shall not apply where the Indemnified Party reasonably concludes that a remedial action will not become the subject of an indemnity claim. (e) In the case of a Loss as to assume which the defense of, such Proceeding. The Indemnifying Party shall not have responded pursuant to clause (iii) of Section 10.03(b), the parties shall attempt in good faith to resolve their differences for a period of 60 days following receipt by the Indemnified Party or Parties of the response of the Indemnifying Party pursuant to Section 10.03(b). If the parties should so agree, and the Indemnified Party is a Buyer Indemnified Party, a memorandum setting forth such agreement shall be obligated under prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any settlement agreement relating such memorandum and distribute funds from the Escrow Amount in accordance with the terms thereof. If the parties are unable to any Proceeding under this Section 7.2 resolve their differences within such period, the Indemnified Party or Parties may submit the matter to which it has not consented in writing, which consent shall not be unreasonably withheldjudicial proceedings.

Procedures. Subject to the provisions of Section 7.2(d)(a) In case any claim is made, promptly after receipt by or any suit or action is commenced, against a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "the “Indemnified Party"”) in respect of notice of the commencement of any action, proceeding, investigation or claim which indemnification may be sought by any Contractowner or other third party (a "Proceeding")it under this Article XVIII, the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement shall promptly give the other Party (the "“Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, ”) notice thereof and the Indemnifying Party shall be entitled to participate in and the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereofexcept as set forth in Section 18.3(b), the Indemnifying Party shall not be liable to the such Indemnified Party under this Section for any legal attorneys’ fees or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof thereof, other than reasonable costs of investigation; provided, however, that . (ib) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the The Indemnified Party shall have the right to employ a single its own counsel if the Indemnifying Party elects to represent assume such defense, but the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in, the defense of any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) in the case Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingParty, which consent shall not be unreasonably withheld.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware Indemnified Party Person entitled to ---------- indemnification under subsection (a) or a Lincoln Indemnified Party (each, b) (an "Indemnified Party") of notice of the commencement --------------------- of any action, proceeding, investigation pending or threatened claim by any Contractowner or other third party against it (a "ProceedingClaim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party shall, if a claim in respect thereof is entitled to be made pursuant to this Section 7.2 against another party to this Agreement look for indemnification (the "Indemnifying Party"), notify the Indemnifying Party in writing ) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; but provided that the failure to so to notify the Indemnifying Party shall not relieve -------- the Indemnifying Party from of any liability under this Section 7.2, that it may have to any Indemnified Party except to the extent that such failure to notify actually prejudices the Indemnifying PartyParty demonstrates that it is prejudiced thereby. In case any such Proceeding Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified PartyParty and it shall give -------------- notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to may, and at the request of the Indemnified Party shall, participate in and to assume control the defense thereof, of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and after notice from expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election failed to assume the defense thereof, and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party shall not be liable to from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party for agrees to cooperate with the Indemnifying Party and its counsel in contesting any legal Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or other expenses subsequently incurred by any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that -------- the Indemnifying Party will give the Indemnified Party in connection reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment prior written consent of the Indemnified Party, it is advisable for which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to be represented by separate counsel other than counsel indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying PartyParty fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to employ a single counsel to represent defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified PartyParty is entitled to indemnification hereunder), in the Third Party Claim by all appropriate proceedings, which event proceedings shall be promptly and vigorously prosecuted by the reasonable fees and expenses Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such separate single counsel defense and proceedings; provided that the Indemnified Party shall be borne by not -------- settle such Third Party Claim without the written consent of the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the ------------ Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the ------------ Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section ------- 13.2 or of the Indemnifying Party's participation therein at the Indemnified ---- Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay --------------- or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Subject Each party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification under this Agreement (each, an "Indemnified Party") of shall give notice of to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is required to be made pursuant to this Section 7.2 against another party to this Agreement provide indemnification (the "Indemnifying Party"), notify ) promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing such defense at its own expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of the commencement thereof; but the failure so to notify interest between the Indemnifying Party and the Indemnified Party in such action, in which case the reasonable fees and expenses of one such counsel for all Indemnified Parties as a group shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, Agreement unless the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the is materially prejudiced thereby. No Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment investigation or defense of any such Claim shall, except with the Indemnified Party, it is advisable for the consent of each Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Subject to the provisions of Section 7.2(d)In case any claim is made, promptly after receipt by a Delaware or any suit or action is commenced, against an SHMC Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an LE Indemnified Party, the Party in respect of which indemnification may be sought under this Section 15 (including for the benefit of its officers, directors, employees, agents or representatives or any Person claiming by or through any of them) (the “Indemnified Party”) will promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall will be entitled to participate in and the defense thereof and, with prior notice to assume the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party, and after . After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnifying Party shall will not be liable to the such Indemnified Party under this Section for any legal attorneys’ fees or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the . i. The Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall will have the right to employ a single its own counsel if the Indemnifying Party elects to represent assume such defense, but the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall will be at the Indemnified Party’s expense, unless (a) the employment of such counsel has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (c) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses will be borne by the Indemnifying Party, and (. ii) in . The Indemnifying Party will promptly notify the case of any Proceeding brought by any governmental authority, Indemnified Party if the Indemnifying Party shall have the right to participate in, but desires not to assume assume, or participate in the defense of, any such Proceedingclaim, suit or action, but such notice will not affect in any way the obligation of the Indemnifying Party in accordance with this Section 15 to indemnify and hold harmless the Indemnified Party against Losses consisting of reasonable attorneys’ fees and expenses and all other costs and expenses of defense. iii. The Indemnified Party or Indemnifying Party shall may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party in this Agreement, and the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but will not be obligated under any settlement agreement relating agree to any Proceeding under this Section 7.2 to which it has not consented in writingother settlement or compromise without the prior consent of the Indemnified Party, which consent shall will not be unreasonably withheldwithheld or delayed.

Procedures. Subject to (a) Promptly after the provisions of Section 7.2(d), promptly after receipt discovery by a Delaware any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any actionLoss or Losses, proceedingclaim or breach, investigation or claim by including any Contractowner or other third party (claim, that would reasonably be expected to give rise to a "Proceeding")claim for indemnification hereunder, the Indemnified Party shallshall deliver to the Securityholders’ Representative, if or to Parent, as the case may be, a claim in respect thereof is certificate (a “Claim Certificate”) that: (i) states that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party may be entitled to be made indemnification pursuant to this Section 7.2 against another party Agreement; and (ii) specifies in reasonable detail, to this Agreement (the "Indemnifying Party")extent practicable and available, notify each individual item of Loss included in the Indemnifying amount so stated, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder; provided that no delay on the part of any Indemnified Party in writing of notifying the commencement thereof; but Securityholders’ Representative, or Parent, as the failure so to notify the Indemnifying Party case may be, shall not relieve the Indemnifying Party from Parties of any liability under this Section 7.2, or obligations hereunder except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any Parties have been prejudiced thereby, and then only to such Proceeding shall be brought against extent. (b) If the Indemnifying Party objects to the indemnification of an Indemnified PartyParty in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall deliver a written notice to such effect to the Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of such Claim Certificate. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Indemnifying Party has objected. If the Indemnified Party and the Indemnifying Party agree with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to participate in and pursue its available remedies for resolving its claim for indemnification. (c) Within thirty (30) days after delivery of a Claim Certificate, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense thereof, of a third party claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from ; provided that (i) the Indemnifying Party may only assume control of such defense if the ad damnum is less than or equal to the amount of Losses for which the Indemnifying Party is liable under this Article X and (ii) the Indemnifying Party may not assume control of the defense of a third party claim involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a third party claim, the Indemnified Party shall control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling party advised of the status of such third party claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such third party claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such third party claim. The fees and expenses of counsel to the Indemnified Party with respect to a third party claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party controls the defense of such third party claim pursuant to the terms of this Section 10.5(c) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such third party claim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any third party claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such third party claim without the prior written consent of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party which shall not be liable unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything herein to the Indemnified Party contrary, the Securityholders’ Representative shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any legal taxable period ending on or other expenses subsequently incurred by before the Indemnified Party in connection Closing Date with respect to the defense thereof other than reasonable costs of investigationCompany and any Subsidiary; provided, however, that (i) if, in the reasonable judgment Stockholders’ Representative shall consult with Parent prior to the settlement of the Indemnified Party, it is advisable for the Indemnified Party any such proceedings that could reasonably be expected to be represented by separate counsel other than counsel for the Indemnifying Partyadversely affect Parent, the Indemnified Party shall have Company or any Subsidiary in any taxable period ending after the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingClosing Date, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall have the right, at its own expense, to control any other Tax audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company and any Subsidiary; provided that, with respect to any item the adjustment of which may cause the Support Agreement Securityholders to become obligated to make any payment pursuant to Section 10.2 hereof, Parent shall consult with the Securityholders’ Representative with respect to the resolution of any issue that would affect the Securityholders, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Claims for Losses specified in any Claim Certificate to which the Indemnifying Party has not objected in writing within thirty (30) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in this Section 10.5(e) and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claim within ten (10) Business Days of the determination of the amount of any such Agreed Claims. (f) Any indemnification payments made pursuant to this Article X shall constitute a purchase price adjustment for Tax purposes. (g) For purposes of this Section 10.5, all notices to be delivered to, or any actions to be taken by, a Support Agreement Securityholder, whether as an Indemnified Party or as an Indemnifying Party, shall be satisfied by delivering notice to, and only to, and any such action shall be taken by, and only by, the Securityholders’ Representative.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware an Indemnified Party or of knowledge that a Lincoln Claim exists (a “Claim Proceeding”), such Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shallwill, if a claim in respect thereof is to be made pursuant to this Section 7.2 hereunder against another party to this Agreement the Indemnifying Party in respect thereof, promptly (the "Indemnifying Party"), and in any event within ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; but provided that (i) the failure omission so to notify the Indemnifying Party shall will not relieve the Indemnifying Party it from any liability under this Section 7.2, that it may have hereunder except to the extent that it has been materially prejudiced by such failure and (ii) the omission so to notify actually prejudices the Indemnifying PartyParty will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.05. In case any such Proceeding shall be Claim Proceedings are brought against an any Indemnified PartyParty and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall will be entitled to participate in and therein, and, to the extent that it may elect by written notice delivered to such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party; provided that if the defendants in any such Claim Proceedings include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and after to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereofof such Claim Proceedings and approval by such Indemnified Party of counsel, the Indemnifying Party shall not be liable to the such Indemnified Party for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation; provided, however, that ) unless (ix) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the such Indemnified Party shall have employed separate counsel in connection with the right assertion of legal defenses in accordance with the preceding sentence, (y) the Indemnifying Party shall not have employed counsel reasonably satisfactory to employ a single counsel such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and Claim Proceedings or (iiz) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have authorized in writing the right to participate in, but not to assume the defense of, employment of counsel for such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldIndemnified Party.

Procedures. Subject to the provisions of Section 7.2(d), promptly (a) Promptly after receipt by a Delaware the Indemnified Party under Section 11.02 or a Lincoln Indemnified Party (each, an "Indemnified Party") 11.03 of notice of a Loss or the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding")Proceeding against which it believes it is indemnified under this Article, the Indemnified Party shall, if a claim in respect thereof thereto is to be made pursuant to against the Indemnifying Party under this Section 7.2 against another party to this Agreement (the "Indemnifying Party")Article, notify the Indemnifying Party in writing of the commencement thereof; but provided, however, that the failure omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party it from any liability under this Section 7.2, except that it may have to the Indemnified Party to the extent that the Indemnifying Party is not prejudiced by such failure omission; and provided further, however, that with respect to notify actually prejudices any Proceeding in existence on the Closing Date with respect to an Excluded Liability, the Acquiror shall be deemed to have given notice thereof to the Parent pursuant to this subsection (a) and the Parent shall be deemed to have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, all effective as of the Closing Date. (b) The Indemnifying Party shall, within thirty (30) days after receipt of a notice of Loss or Proceeding given pursuant to subsection (a) of this Section, either (i) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Proceeding in cash in immediately available funds (or establish by agreement with the Indemnified Party an alternative payment arrangement), (ii) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding but disavow the validity of the Loss or Proceeding or the amount thereof and, in the case of a Proceeding to the extent that it shall so desire in accordance with subsection (d) of this Section, assume the legal defense thereof or (iii) in writing object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof and set forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this subsection within such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this subsection and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution is sought hereunder. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of subsection (b) of this Section, the Indemnified Party may settle or compromise or consent to the entry of any judgment with respect to the Proceeding that was the subject of notice to the Indemnifying Party pursuant to subsection (b) of this Section without the consent of the Indemnifying Party (but no such settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of subsection (b) of this Section). Except as otherwise provided in the immediately preceding sentence and in subsection (d) of this Section, an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding, but, if such Proceeding is settled or compromised or if there is entered any judgment with respect to any such Proceeding, in either case with the consent of the Indemnifying Party. In case , or if there be a final judgment for the plaintiff in any such Proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any Loss by reason of such settlement, compromise or judgment. (d) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section, the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, be entitled to assume the legal defense thereof at the expense of the Indemnifying Party with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be entitled liable for the fees and expenses of more than one separate firm of attorneys (in addition to participate in and to assume the defense thereof, with counsel satisfactory to any local counsel) for the Indemnified Party. Except as aforesaid, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's its election to assume the defense thereofof such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any legal attorney’s fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs thereof. If the Indemnifying Party does not assume the defense of investigation; provideda Proceeding as to which it has acknowledged liability, however, that (i) if, in the reasonable judgment of as between itself and the Indemnified Party, it is advisable for the Indemnified Party pursuant to be represented by separate counsel other than counsel for the Indemnifying Partyclause (ii) of subsection (b) of this Section, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and expenses and reasonable out-of-pocket expenses incurred in the defense thereof and the Indemnifying Party shall have be bound by the right to employ a single counsel to represent result obtained with respect thereto by the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and . (iie) in In the case of any Proceeding brought by any governmental authority, a Loss as to which the Indemnifying Party shall have responded pursuant to clause (iii) of subsection (b) above, the right parties shall attempt in good faith to participate in, but not to assume resolve their differences for a period of 60 days following receipt by the defense of, such Proceeding. The Indemnified Party of the response of the Indemnifying Party shall not be obligated under any settlement agreement relating pursuant to any Proceeding under this subsection (b) above and, if the parties are unable to resolve their differences within such period, the Indemnified Party may submit the matter to arbitration in accordance with the provisions of Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld13.10.

Procedures. Subject to (a) In order for a party (the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "“Indemnified Party"”) of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate any indemnification provided for under this Agreement in and to assume the defense thereofrespect of, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party arising out of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by involving a Loss or a claim or demand made against the Indemnified Party in connection with any third party litigation, arbitration, action, suit, proceeding, claim or demand for which such Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), such Indemnified Party shall promptly deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request and of its claims of indemnification with respect thereto. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim to the extent provided in and pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof other than reasonable costs at the expense of investigation; provided, however, that the Indemnifying Party (iwhich expenses shall not be applied against any indemnity limitation herein) if, in with counsel selected by the reasonable judgment of Indemnifying Party and satisfactory to the Indemnified Party, it is advisable . The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party to be represented by separate counsel other than counsel for any period during which the Indemnifying PartyParty has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the Indemnified Partydefense thereof, in which event but the reasonable fees and expenses of such separate single counsel shall be borne at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest, or (iiiii) the Indemnifying Party is not defending such Third Party Claim in the case good faith determination of the Indemnified Party. If the Indemnifying Party assumes the defense of any Proceeding brought Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any governmental authorityThird Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, 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 Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within five (5) Business Days after receipt of notice of such Losses, from the date such Losses have been notified to the Indemnifying Party, at the rate of interest described in Section 2.9(a)(iii). In order to satisfy any indemnification obligations of the Seller pursuant to this Article VIII, the Buyer (and each of its directors, officers, employees, representatives and other Affiliates) shall have the right to participate inrecover Losses from the Escrowed Funds to the extent available and subject to the terms of the Escrow Agreement. Without limiting the foregoing, but not the ability of Buyer to assume recover for any Losses under this Article VIII shall represent an express contract right to recover against the defense ofEscrowed Funds and nothing in this Article VIII shall be deemed to require Buyer to obtain jurisdiction over the Seller, such Proceedingor pursue any process in connection therewith beyond that expressly required by the terms of this Article VIII. Any indemnification obligations pursuant to this Article VIII of the Buyer shall be paid in cash. The parties agree that to the greatest extent possible the payment of any indemnity hereunder shall be treated as an adjustment to the Purchase Price paid by the Buyer hereunder for Tax purposes. As used herein, the term “Net Losses” shall mean the amount of any Losses indemnified under this Article, calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) from an unaffiliated insurance carrier with respect to such Losses (net of any increase in premiums or other out-of-pocket expenses incurred in connection with recovering such insurance proceeds), and (ii) any actual recoveries obtained by the Indemnified Party (or any of its Affiliates) from any third party in respect of such Loss. The Indemnified Party shall use commercially reasonable efforts to obtain proceeds, benefits and recoveries referred to in clause (i) of the preceding sentence. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any such Losses after an Indemnifying Party (or such Affiliate) shall not be obligated under any settlement agreement relating have made a payment to any Proceeding the Indemnified Party under this Section 7.2 Article, the Indemnified Party shall return the amount of such proceeds, benefits or recoveries to which it has not consented the Indemnifying Party (up to the amount of the Indemnifying Party’s payment and taking into account any net increase in writingpremiums or other out-of-pocket expenses incurred in connection with recovering such insurance proceeds and any net Tax cost to the Indemnified Party of the receipt of such proceeds, which consent shall not benefits or recoveries and the return of such payment (or a portion thereof) to the Indemnifying Party). No Indemnified Party will be unreasonably withheldentitled to recover from an Indemnifying Party more than once in respect of the same Loss.

Procedures. Subject (a) Any Person entitled to be indemnified under this Article X (the “Indemnified Party”) shall promptly give written notice to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party from whom indemnification may be sought (each, an "Indemnified the “Indemnifying Party"”) of notice of the commencement of any action, proceeding, investigation pending or claim by any Contractowner or other third party (a "Proceeding"), threatened Proceeding against the Indemnified Party shallthat has given or would reasonably be expected to give rise to such right of indemnification with respect to such Proceeding (a “Third Party Claim”), if indicating, with reasonable specificity, the nature of such Third Party Claim, the basis therefor, a claim copy of any documentation received from the third party, the amount and calculation of the Covered Losses for which the Indemnified Party is entitled to indemnification under this Article X (or a reasonable estimation of that amount to the extent possible) together with a good faith estimate of any such future Covered Losses relating thereto, and the provision(s) of this Agreement in respect thereof is of which such Covered Losses shall have occurred, and the Indemnified Party shall promptly deliver to be made the Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 7.2 against another party to this Agreement (10.5(a) shall not limit the "Indemnifying Party"), notify obligations of the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2Article X, except to the extent such Indemnifying Party is materially prejudiced thereby. For the avoidance of doubt, in the event that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party’s failure to give notice or tender the defense of the Proceeding in a timely manner would result in a the Indemnifying Party being required by this Agreement (before the application of this sentence) to pay additional amounts to the Indemnified Party on account of any Taxes imposed on or with respect to any related indemnification payment(s), the Indemnifying Party shall be entitled treated as materially prejudiced by such failure. (b) With respect to participate in and any Third Party Claim, the Indemnifying Party under this Article X shall have the right, but not the obligation, to assume the defense thereofcontrol and defense, with at its own expense and by counsel satisfactory of its own choosing, of such Third Party Claim and any Third Party Claims related to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party same or a substantially similar set of the Indemnifying Party's election to assume the defense thereof, facts; provided that the Indemnifying Party shall not be liable entitled to assume the control and defense of such Third Party Claim, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if such Third Party Claim seeks solely non-monetary relief or involves criminal matters. If the Indemnifying Party so undertakes to control and defend any such Third Party Claim, it shall notify the Indemnified Party for any legal or other expenses subsequently incurred by of its intention to do so, and the Indemnified Party in connection shall cooperate fully with the Indemnifying Party and its counsel in the defense thereof other than reasonable costs of investigationagainst, and settlement of, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnified Party (inot to be unreasonably withheld, conditioned or delayed) if, in the reasonable judgment unless such settlement does not involve any injunctive relief against or any finding or admission of any violation of Law or wrongdoing by the Indemnified Party, it is advisable for the Indemnified Party to be represented and any money damages are borne solely by separate counsel other than counsel for the Indemnifying Party. Subject to the foregoing, the Indemnified Party shall have the right to employ a single separate legal counsel and to represent participate in but not control the Indemnified Partydefense of such Proceeding at its own cost and expense; provided that, in which event subject to the provisions of this Article X, the Indemnifying Party shall bear the reasonable fees of one firm of legal counsel (and expenses one additional firm of legal counsel in each jurisdiction implicated in such separate single counsel shall be borne by Proceeding) representing all Indemnified Parties in such Proceeding and all related Proceedings, if, but only if, the defendants in such Proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the advice of legal counsel, that there is a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Proceeding. In any event, the Indemnified Party shall cause its legal counsel to cooperate with the Indemnifying Party and its legal counsel and shall not assert any position in any Proceeding inconsistent with that asserted by the Indemnifying Party. No Indemnified Party may settle any Third Party Claim without the written consent of the Indemnifying Party (ii) not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party does not assume the control and defense of a Third Party Claim, it shall nevertheless be entitled to participate in the case defense of such Proceeding at its own cost and expense, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense against, and settlement of, any such Third Party Claim. Notwithstanding anything herein to the contrary, Seller shall have the exclusive right to control any Tax Proceeding with respect to Taxes or Tax Returns of Seller, any of its Affiliates (other than the Purchased Entities) or any consolidated, affiliated, fiscal, loss sharing, combined or similar group of which Seller or any of its Affiliates (other than the Purchased Entities) is a member. For the avoidance of doubt, Section 7.5 shall govern any Tax Proceeding or Third Party Claim relating to Excluded Taxes (and Section 10.5 (other than Section 10.5(a)) shall not apply). (c) In the event that any Indemnified Party has or may have an indemnification claim against any Indemnifying Party under this Article X that does not involve a Third Party Claim, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party indicating, with reasonable specificity, the nature of such claim, the basis therefor, the amount and calculation of the Covered Losses for which the Indemnified Party is entitled to indemnification under this Article X (or a reasonable estimation of that amount to the extent possible) together with a good-faith estimate of any Proceeding brought such future Covered Losses relating thereto, and the provision(s) of this Agreement in respect of which such Covered Losses shall have occurred, and the Indemnified Party shall promptly deliver to the Indemnifying Party any information or documentation related to the foregoing reasonably requested by any governmental authoritythe Indemnifying Party. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 10.5(c) shall not limit the obligations of the Indemnifying Party under this Article X, except to the extent such Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall have the right proceed in good faith to participate innegotiate a resolution of such dispute and, but if not to assume the defense ofresolved through negotiations during a thirty (30) day-period, such Proceeding. The Indemnifying Party dispute shall not be obligated under any settlement agreement relating to any Proceeding under this resolved by litigation in the appropriate court of competent jurisdiction set forth in Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld11.8.

Procedures. Subject (a) In the event any claim is made, or any suit or action is commenced, against either Buyer or Seller with respect to which such Party may seek indemnification under this Article 7 from the other Party, then such Party shall give notice thereof to the provisions of Section 7.2(d)Party from whom indemnification is sought hereunder. The Party against which such claim is made, promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (eachany suit or action is commenced, an will hereinafter be referred to as the "Indemnified Party") of ; the Party to which such notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is given will hereinafter be referred to be made pursuant to this Section 7.2 against another party to this Agreement (as the "Indemnifying Party"), notify the Indemnifying Party in writing ." Such notice must be given within fifteen (15) days of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Indemnified Party. In case 's receipt of notice of any such Proceeding shall be brought against an Indemnified Partyclaim, the suit or action. The Indemnifying Party shall be entitled to participate in and the defense thereof and, to assume the extent the Indemnifying Party notifies the Indemnified Party in writing, to assume, at the Indemnifying Party's expense, the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party, and after . After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnifying Party shall will not be liable liable, except as provided in Section 7.3(b), to the such Indemnified Party under this Section 7.3 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that thereof. (ib) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the The Indemnified Party shall have the right to employ a single its own counsel to represent if the Indemnified Party elects, with the consent of the Indemnifying Party, in which event to assume such defense, but the reasonable fees and expenses of such separate single counsel shall be at the Indemnified Party's expense, unless (i) the employment of such counsel, at the Indemnifying Party's expense, shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel to take charge of the defense within thirty (30) days after the Indemnifying Party shall have elected to assume the defense thereof, or (iii) there is a reasonable basis on which the Indemnified Party's interests may differ from those of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such reasonable fees and expenses shall be borne by the Indemnifying Party, and . (iic) in the case of any Proceeding brought by any governmental authority, the Indemnifying The Indemnified Party shall have the right to participate reject any settlement of claims against the Indemnified Party, approved by the Indemnifying Party, if the Indemnified Party waives its right to indemnification hereunder or if the settlement requires any obligation other than the payment of money or if the settlement of such action does not result in a full and complete release of the Indemnified Party with respect to the specific claim being settled. The Indemnified Party shall have the right to settle any third party claim over the objection of the Indemnifying Party; provided, that if the Indemnifying Party is contesting such claim in good faith and has assumed the defense of such claim from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. Any such settlement or compromise of, or any final judgment or decree entered on or in, but not to assume any claim, suit or action which the Indemnified Party defended or participated in the defense ofof in accordance herewith, such Proceeding. The shall be deemed to have been consented to by, and shall be binding upon, the Indemnified Party as fully as if the Indemnifying Party had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. (d) In the event that the Indemnifying Party reimburses the Indemnified Party for any third party claim, the Indemnified Party shall not be obligated under remit to the Indemnifying Party any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldreimbursement that the Indemnified Party subsequently receives for such third party claim.

Procedures. Subject (a) Notwithstanding anything to the provisions contrary herein, no Indemnified Party shall be entitled to indemnification under this Article 11 unless it has duly delivered a written notice (a “Notice of Section 7.2(d)Claim”) to the applicable Indemnifying Party prior to the expiration of the applicable Survival Period, promptly after setting forth: (i) (A) a statement that such 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 Indemnified Party is entitled to be held harmless and indemnified under this Article 11 and (B) a brief description of the circumstances supporting such Indemnified Party’s belief that there is or has been such a breach, (ii)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 claims described therein (the “Claimed Amount”) and (iii) in the event of a Third-Party Claim, a copy of such Third-Party Claim (if available) and a description of the basis for such Third-Party Claim. (b) If during the 30-day period commencing upon the receipt by the Indemnifying Party of a Delaware 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 a Lincoln all of the Claimed Amount to such Indemnified Party, then the Indemnifying Party and such Indemnified Party shall attempt in good faith to resolve the dispute. (c) If the Indemnifying Party and the 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 resolved pursuant to Section 13.8. (d) Upon the final determination of any amount owed by an Indemnifying Party to an Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation whether by agreement or claim by any Contractowner or other third party (a "Proceeding"through dispute resolution), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate immediately (but in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and any event within three Business Days after notice from the Indemnifying Party such determination) pay such amount to the Indemnified Party in cash by wire transfer of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable immediately available funds to the account designated by such Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party at least 24-hours in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldadvance.

Procedures. Subject (a) In the event any claim is made, or any suit or action is commenced, against a Party with respect to which such Party may seek indemnification under this Article 7 from another Party, then such Party shall give notice thereof to the provisions of Section 7.2(d)Party from whom indemnification is sought hereunder. The Party against which such claim is made, promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (eachany suit or action is commenced, an will hereinafter be referred to as the "Indemnified Party") of ; the Party to which such notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is given will hereinafter be referred to be made pursuant to this Section 7.2 against another party to this Agreement (as the "Indemnifying Party"), notify the Indemnifying Party in writing ." Such notice must be given within ten (10) days of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Indemnified Party. In case 's notice of any such Proceeding shall be brought against an Indemnified Partyclaim, the suit or action (subject to Section 7.4(a)). The Indemnifying Party shall be entitled to participate in and the defense thereof and, to assume the extent the Indemnifying Party notifies the Indemnified Party in writing, to assume, at the Indemnifying Party's expense, the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party, and after . After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnifying Party shall will not be liable liable, except as provided in Section 7.3(b), to the such Indemnified Party under this Section 7.3 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that thereof. (ib) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the The Indemnified Party shall have the right to employ a single its own counsel to represent if the Indemnified Party elects, with the consent of the Indemnifying Party, in which event to assume such defense, but the reasonable fees and expenses of such separate single counsel shall be at the Indemnified Party's expense, unless (i) the employment of such counsel, at the Indemnifying Party's expense, shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel to take charge of the defense within thirty (30) days after the Indemnifying Party shall have elected to assume the defense of such action, or (iii) there is a reasonable basis on which the Indemnified Party's interests may differ from those of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such reasonable fees and expenses shall be borne by the Indemnifying Party, and . (iic) in the case of any Proceeding brought by any governmental authority, the Indemnifying The Indemnified Party shall have the right to participate reject any settlement approved by the Indemnifying Party if the Indemnified Party waives its right to indemnification hereunder or if the settlement requires any obligation other than the payment of money. The Indemnified Party shall have the right to settle any third party claim over the objection of the Indemnifying Party; provided, that if the Indemnifying Party is contesting such claim in good faith and has assumed the defense of such claim from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. Any such settlement or compromise of, or any final judgment or decree entered on or in, but not to assume any claim, suit or action which the Indemnified Party defended or participated in the defense ofof in accordance herewith, such Proceeding. The shall be deemed to have been consented to by, and shall be binding upon, the Indemnified Party as fully as if the Indemnifying Party had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. (d) In the event that the Indemnifying Party reimburses the Indemnified Party for any third party claim, the Indemnified Party shall not be obligated under remit to the Indemnifying Party any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldreimbursement that the Indemnified Party subsequently receives for such third party claim.

Procedures. Subject (a) If Parent or any of its Affiliates or any of their directors, officers, employees and agents, shall seek indemnification pursuant to the provisions of Section 7.2(d10.02(a), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party if Buyer or any of its Affiliates or any of their directors, officers, employees and agents, shall seek indemnification pursuant to Section 10.02(b), the Person seeking indemnification (each, an the "Indemnified Party") of shall give written notice of to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof from whom such indemnification is to be made pursuant to this Section 7.2 against another party to this Agreement sought (the "Indemnifying Party")) promptly (and in any event within 30 days) after the Indemnified Party (or, notify if the Indemnifying Indemnified Party in writing is a corporation, any officer or employee of the commencement Indemnified Party) becomes aware of the facts giving rise to such claim for indemnification (an "Indemnified Claim") specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Damages, if known, the method of computation thereof; but , containing a reference to the provision of the Transaction Documents in respect of which such Indemnified Claim arises and demanding indemnification therefor. The failure so of an Indemnified Party to notify the Indemnifying Party provide notice in accordance with this Section 10.03 shall not relieve the Indemnifying Party from any liability under this constitute a waiver of that party's claims to indemnification pursuant to Section 7.210.02, except to the extent that (i) any such failure to notify actually prejudices or delay in giving notice causes the amounts paid by the Indemnifying PartyParty to be greater than they otherwise would have been or otherwise results in prejudice to the Indemnifying Party or (ii) such notice is not delivered to the Indemnifying Party prior to the expiration of the applicable survival period set forth in Section 10.01. In case If the Indemnified Claim arises from the assertion of any claim, or the commencement of any suit, action, proceeding or Remedial Action brought by a Person that is not a party hereto (a "Third Party Claim"), any such Proceeding shall be brought against an Indemnified Party, notice to the Indemnifying Party shall be accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Party in connection with such Third Party Claim. (i) Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to Section 10.03(a), the Indemnifying Party will be entitled to participate in and to assume the defense thereof, with counsel satisfactory and control of such Third Party Claim subject to the Indemnified Party, and after provisions of this Section 10.03. After written notice from by the Indemnifying Party to the Indemnified Party of the Indemnifying Party's its election to assume the defense thereofand control of a Third Party Claim, the Indemnifying Party shall not be liable to the such Indemnified Party for any legal fees or other expenses subsequently incurred by the such Indemnified Party in connection with therewith. Notwithstanding anything in this Section 10.3 to the defense thereof other than reasonable costs of investigation; providedcontrary, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for if the Indemnifying PartyParty does not assume defense and control of a Third Party Claim as provided in this Section 10.3, the Indemnified Party shall have the right to employ a single counsel defend such Third Party Claim, subject to represent the limitations set forth in this Section 10.03, in such manner as it may deem appropriate. Whether the Indemnifying Party or the Indemnified Party is defending and controlling any such Third Party Claim, they shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take all steps necessary in the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Damages relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in connection with any Third Party Claim. (ii) Subject to the provisions of Section 10.03(b)(iii) and Section 10.03(b)(iv), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims, and the Indemnified Party shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (1) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (2) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party's business; and (3) shall obtain, as a condition of any settlement or other resolution, a complete release of each Indemnified Party. Except to the extent of the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnifying Party or Indemnified Party without the express written consent of the other party. (iii) Notwithstanding the provisions of Section 10.03(b)(i), Buyer shall manage all Remedial Actions conducted with respect to facilities which constitute Contributed Assets, provided that Parent and its Representatives shall have the right, consistent with Buyer's right to manage such Remedial Actions as aforesaid, to participate fully in all decisions regarding any Remedial Action, including reasonable access to sites where any Remedial Action is being conducted, reasonable access to all documents, correspondence, data, reports or information regarding the Remedial Action, reasonable access to employees and consultants of Buyer with knowledge of relevant facts about the Remedial Action and the right to attend all meetings and participate in any telephone or other conferences with any Government Authority or other third party regarding the Remedial Action. (iv) In the case of the indemnification contemplated by Section 10.02(b)(iii), in the event that the Indemnifying Party desires to settle the matters referenced therein or consent to the entry of any judgment arising thereunder and the Indemnified Party does not wish to consent to such settlement or entry of judgment, the Indemnified Party shall have no obligation to consent to the settlement or entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Damages; provided that the Indemnified Party shall not be required to consent to any settlement or agree to be responsible for the payment of Damages thereafter incurred with respect to any matter the settlement or entry of judgment of which event would require the reasonable fees and expenses consent of such separate single counsel Indemnified Party pursuant to Section 10.03(b)(ii). The obligation of an Indemnified Party that rejects any proposed settlement offer or entry of any such judgment to pay and be responsible for 100% of any Damages in accordance with this Section 10.03(b)(iv) shall be borne conditioned upon and subject to the payment by the Indemnifying Party, within five Business Days of the date such Indemnified Party provides the written agreement contemplated by the preceding sentence, of an amount, in immediately available funds, equal to the portion of the total settlement that would have been payable by the Indemnifying Party according to the percentage sharing arrangement contemplated by Section 10.04(b)(ii). Thereafter, the Indemnified Party shall be solely responsible for any Damages and (ii) for the defense of the matter that is the subject of the proposed settlement or entry of judgment. Notwithstanding the foregoing, an Indemnifying Party may, at its option and expense, participate in the case defense of any Proceeding brought Indemnified Claim. (v) In furtherance of and not in limitation of the provisions of this Section 10.03, with respect to product liability matters and other matters contemplated by Exhibit E, Parent and Buyer covenant and agree as set forth in Exhibit E. (c) If the Indemnifying Party and the Indemnified Party are unable to agree with respect to a procedural matter arising under Section 10.03(b)(iii), the Indemnifying Party and the Indemnified Party shall, within 10 days after notice of disagreement given by either party, agree upon a third-party referee ("Referee"), who shall be an environmental attorney or environmental consultant as appropriate under the circumstances and who shall have the authority to review and resolve the disputed matter. The parties shall present their differences in writing (each party simultaneously providing to the other a copy of all documents submitted) to the Referee and shall cause the Referee promptly to review any governmental authorityfacts, law or arguments either the Indemnifying Party or the Indemnified Party may present. The Referee shall be retained to resolve specific differences between the parties within the range of such differences. Either party may request that all discussions with the Referee by either party be in each other's presence. The decision of the Referee shall be final and binding unless both the Indemnifying Party and the Indemnified Party agree. The parties shall share equally all costs and fees of the Referee. (d) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall have be subrogated, to the right extent of such payment, to participate in, but not to assume all rights and remedies of the defense of, such Proceeding. The Indemnifying Indemnified Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 insurance benefits or other claims or benefits of the Indemnified Party with respect to which it has not consented in writing, which consent shall not be unreasonably withheldsuch claim.

Procedures. Subject (a) The terms of this Section 8.4 shall apply to any claim (a "CLAIM") for indemnification under the provisions terms of Sections 8.2 or 8.3. The Section 7.2(d), promptly after receipt by a Delaware 8.2 Indemnified Party or a Lincoln Section 8.3 Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "ProceedingINDEMNIFIED PARTY"), as the Indemnified Party shallcase may be, if a claim in respect thereof is shall give prompt written notice of such Claim to be made pursuant to this Section 7.2 against another the indemnifying party to this Agreement (the "Indemnifying PartyINDEMNIFYING PARTY")) under the applicable Section, notify which party may assume the Indemnifying Party in writing of the commencement defense thereof; but the , PROVIDED that any delay or failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except of its obligations hereunder only to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Partyextent, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, howeverif at all, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented materially prejudiced by separate counsel other than counsel for the Indemnifying Party, the reason of such delay or failure. The Indemnified Party shall have the right to employ a single approve any counsel selected by the Indemnifying Party and to represent approve the terms of any proposed settlement, such approval not to be unreasonably delayed or withheld (unless such settlement provides only, as to the Indemnified Party, the payment of money damages actually paid by the Indemnifying Party and a complete release of the Indemnified Party in which event respect of the reasonable fees claim in question). The Indemnified Party may retain separate co-counsel at its sole cost and expenses expense and participate in the defense of any Claim; PROVIDED, however that the Indemnified Party will not consent to the entry of any judgment or enter into any settlement agreement with respect to such separate single counsel shall be borne by Claim without the prior written consent of the Indemnifying Party, and (ii) in such approval not to be unreasonably withheld or delayed. Notwithstanding any of the case of any Proceeding brought by any governmental authorityforegoing to the contrary, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party provisions of this Article VIII shall not be obligated under construed so as to provide for the indemnification of any settlement agreement relating Indemnified Party for any liability to any Proceeding under this Section 7.2 the extent (but only to which it has not consented the extent) that such indemnification would be in writing, which consent shall violation of applicable law or that such liability may not be unreasonably withheldwaived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by law.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware (a) Any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), shall notify the Indemnifying Party in writing (with reasonable specificity) promptly after it becomes aware of facts supporting the commencement thereof; but of or the assertion of any claim or action, suit or proceeding by a third party in respect of which indemnification under this Article VIII may be sought (each, a "THIRD PARTY CLAIM"), and shall provide to the Indemnifying Party as soon as practicable thereafter copies of all papers served (if any) with respect to such Third Party Claim. Subject to Section 8.2(c)(v), the failure to so notify or provide information to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2that it may have to any Indemnified Party, except to the extent that such the Indemnifying Party is materially prejudiced by the Indemnified Party's failure to notify actually prejudices the Indemnifying Party. In give such notice, in which case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled relieved from its obligations hereunder to the extent of such material prejudice. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to such Third Party Claim, then the Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within ten days after receipt of notice from the Indemnified Party of the Third Party Claim (each, a "ELECTION PERIOD"), to participate in and to assume defend, contest or otherwise protect the defense thereofIndemnified Party against any such claim, action, suit or proceeding with counsel of the Indemnifying Party's choice (which counsel shall be reasonably satisfactory to the Indemnified Party, ) at its sole cost and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationexpense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (iwhich consent shall not be unreasonably withheld or delayed) ifunless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the reasonable judgment defense thereof by counsel of the Indemnified Party, it is advisable for the Indemnified Party 's choice and shall in any event use its reasonable best efforts to be represented by separate counsel other than counsel for cooperate with and assist the Indemnifying Party. If the Indemnifying Party disputes its potential liability to the Indemnified Party, does not elect within the Election Period to defend the claim or action or fails to timely and diligently defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to employ do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. Payments of all amounts owing by the Indemnifying Party pursuant to this Section 8.l3(a) shall be made not later than thirty (30) days after the latest of (A) the settlement of the Third Party Claim, (B) the expiration of the period for appeal of a single counsel final adjudication of such Third Party Claim or (C) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to represent the Indemnified Party under this Agreement. (b) If an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall transmit a written indemnity notice to the Indemnifying Party describing in detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreement and including all supporting documentation. If the Indemnifying Party notifies the Indemnified Party that it does not dispute such claim, in which event the reasonable fees and expenses Indemnifying Party shall pay the Indemnified Party the amount of such separate single counsel claim within thirty (30) days of such notice. If the Indemnifying Party disputes such claim, the Indemnifying Party shall notify the Indemnified Party and such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (c) Notwithstanding anything to the contrary in this Section 8.3, should any Third Party Claim hereunder involve a situation where the Indemnified Party reasonably anticipates that part of the claim will be borne by it and part of the claim will be borne by the Indemnifying Party, and Party due to the existence of the limitations in Section 8.2(c)(i) or (ii) in the case of any Proceeding brought by any governmental authority), the Indemnifying Party parties shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating jointly consult and proceed as to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldsuch Third Party Claim.

Procedures. Subject (a) The party seeking indemnification under Section 8.2 (the “Indemnified Party”) agrees to: (i) give prompt notice to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party party against whom indemnity is sought (each, an "Indemnified the “Indemnifying Party"”) of notice the assertion of any claim, or the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party Proceeding (a "Proceeding"“Claim”), the Indemnified Party shall, if a claim in respect thereof is to of which indemnity may be made pursuant to this sought under such Section 7.2 against another party to this Agreement and (the "Indemnifying Party"), notify ii) provide the Indemnifying Party in writing of such information with respect thereto that the commencement thereof; but the Indemnifying Party may reasonably request. The failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2of its obligations hereunder, except to the extent that such failure to notify shall have actually prejudices and adversely prejudiced the Indemnifying Party. In case If, upon receipt of notice of a breach of this Agreement or any such Proceeding shall be brought against Ancillary Document by an Indemnified Party to an Indemnifying Party, the Indemnifying Party gives prompt notice to the Indemnified Party that the breach is capable of being remedied within 90 days, the Indemnified Party agrees not to commence any Proceeding with respect to such breach until the expiration of the 90-day period. (b) The Indemnifying Party shall be entitled to participate in and to assume the defense thereofof any Claim asserted by any third party (“Third-Party Claim”) and, subject to the limitations set forth in this Section 8.3, shall be entitled to control and appoint lead counsel for such defense at any time with counsel of its choice satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of in each case at the Indemnifying Party's election to assume ’s sole expense, unless the defense thereof, nature of the Indemnifying Party shall not be liable to the Indemnified Party for any legal claim creates an ethical conflict or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) ifit is otherwise inadvisable, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim or raised in any related Proceeding; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder; (iii) the Third-Party Claim involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. In all other cases the Indemnified Party may defend the Third-Party Claim with counsel of its choosing at the expense of the Indemnifying Party and the Indemnifying Party shall, upon request of the Indemnified Party, pay the fees and expenses (including the fees and expenses of legal counsel) incurred by the Indemnified Party in defending such Third-Party Claim, as such fees and expenses are incurred in advance of the final disposition of such Third-Party Claim upon receipt of an undertaking by the Indemnified Party to repay such payment if it is ultimately determined that such Indemnified Party is not entitled to indemnification under this Article VIII, which event undertaking shall be accepted by the reasonable Indemnifying Party without reference to the financial ability of such Indemnified Party to make such repayment. (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 8.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party from all Liabilities with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate single counsel shall be borne paid by the Issuer. In addition, the Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party. (d) If, following the issuance of a final written determination, the Issuer is obligated by any Governmental Entity in connection with an audit or action for Taxes to make any Tax payment with respect to a Pre-Closing Tax Period or a Pre-Closing Straddle Period, then the Contributors shall, within 15 days of the Issuer’s receiving a final written determination that it is obligated to pay such Tax, pay to the Issuer the amount of such Tax. (e) Each party shall reasonably cooperate, and (ii) cause their respective Affiliates to reasonably cooperate, in the case defense or prosecution of any Proceeding brought by any governmental authorityThird-Party Claim and shall furnish or cause to be furnished such records, the Indemnifying Party shall have the right to participate ininformation and testimony, but not to assume the defense ofand attend such conferences, such Proceeding. The Indemnifying Party shall not discovery Proceedings, hearings, trials or appeals, as may reasonably be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented requested in writing, which consent shall not be unreasonably withheldconnection therewith.

Procedures. Subject Each Indemnified Party shall give notice to the provisions of Section 7.2(d), each Indemnifying Party promptly after receipt by a Delaware such Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement has actual knowledge of any actionclaim as to which indemnity may be sought, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify and the Indemnifying Party may participate at its own expense in writing the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the commencement thereofemployment of counsel and the payment of all expenses; but provided that such counsel shall be reasonably satisfactory to the Indemnified Party. The failure so of any Indemnified Party to notify the Indemnifying Party give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from any liability under this Section 7.2its obligations to indemnify such Indemnified Party, except to the extent that such the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. In case any such Proceeding shall be brought against an Indemnified Party, If the Indemnifying Party shall be entitled to participate in and elects to assume the defense thereofin any action or proceeding, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the an Indemnified Party shall have the right to employ a single separate counsel in such action or proceeding and to represent participate in the defense thereof, but such Indemnified Party, in which event Party shall pay the reasonable fees and expenses of such separate single counsel shall be borne by unless (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and (ii) such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the case conduct of any Proceeding brought by any governmental authoritythe defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, of such Proceeding. The action or proceeding on such Indemnified Party's behalf) or (c) the Indemnifying Party shall not be obligated under have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such claim. No Indemnifying Party, in the defense of any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingsuch claim or litigation, shall, except with the consent of the Indemnified Party (which consent shall will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Subject to the provisions of Section 7.2(d)(a) In case any claim is made, promptly after receipt by or any suit or action is commenced, against a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "the “Indemnified Party"”) in respect of notice of the commencement of any action, proceeding, investigation or claim which indemnification may be sought by any Contractowner or other third party (a "Proceeding")it under this Article XVIII, the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement shall promptly give the other Party (the "“Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, ”) notice thereof and the Indemnifying Party shall be entitled to participate in and the defense thereof and, with prior written notice to assume the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to the such Indemnified Party, and after . After notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the such Indemnified Party under this Section 18.3 for any legal attorneys’ fees or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof thereof, other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel investigation and other than counsel for the Indemnifying Party, the as set forth in Section 18.3(b). (b) The Indemnified Party shall have the right to employ a single its own counsel if the Indemnifying Party elects to represent assume such defense, but the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (c) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the Active.15844721.1 payment of money damages for which the Indemnified Party will be released and fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) in the case Indemnified Party may not settle or compromise any such claim, suit or action without the prior written consent of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingParty, which consent shall not be unreasonably withheld. (d) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any third party claim, suit or action.

Procedures. Subject to the provisions of Section 7.2(d), promptly Promptly after receipt by a Delaware an Indemnified Party under Section 8.1 of written notice of any damage, loss or a Lincoln expense in respect of which indemnity may be sought hereunder by it, such Indemnified Party will, if a claim is to be made against the Transferor, notify the Transferor thereof in writing; but the omission so to notify the Transferor will not relieve the Transferor from any liability (each, an "otherwise than under this Section 8.1) which it may have to any Indemnified Party") of notice of the commencement of any action, proceeding, investigation Party except as may be required or claim by any Contractowner or other third party (a "Proceeding")provided otherwise than under this Section 8.1. Thereafter, the Indemnified Party shalland the Transferor shall consult, if to the extent appropriate, with a claim view to minimizing the cost to the Transferor of its obligations hereunder. In case any Indemnified Party receives written notice of any damage, loss or expense in respect thereof is of which indemnity may be sought hereunder by it and it notifies the Transferor thereof, the Transferor will be entitled to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")participate therein, notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; PROVIDED, HOWEVER, that if the parties against which any damage, loss or expense arises include both the Indemnified Party and the Transferor and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Transferor and may conflict therewith, the Indemnified PartyParty or Parties shall have the right to select one separate counsel for such Indemnified Party or Parties to assume such legal defenses and otherwise to participate in the defense of such damage, and after loss or expenses on behalf of such Indemnified Party or Parties. Upon receipt of notice from the Indemnifying Party Transferor to the such Indemnified Party of the Indemnifying Party's its election to assume the defense thereofof such damage, loss or expense and approval by the Indemnified Party of counsel, the Indemnifying Party Transferor shall not be liable to the such Indemnified Party under this Section 8.1 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that unless (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have employed such counsel in connection with assumption of legal defenses in accordance with the right proviso to the next preceding sentence, (ii) the Transferor shall not have employed and continued to employ a single counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, in which event Party within a reasonable time after notice of commencement of the reasonable fees and expenses of such separate single counsel shall be borne by action or (iii) the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party Transferor shall have authorized the right to participate in, but not to assume employment of counsel for the defense of, such Proceeding. The Indemnifying Indemnified Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldat the expense of the Transferor.

Procedures. Subject Each Indemnified Party shall give notice to the provisions of Section 7.2(d), each ---------- Indemnifying Party promptly after receipt by a Delaware such Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement has actual knowledge of any actionclaim as to which indemnity may be sought, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify and the Indemnifying Party may participate at its own expense in writing the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the commencement thereof; but employment of counsel and the payment of all expenses. The failure so of any Indemnified Party to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability under this Section 7.2its obligations to indemnify such Indemnified Party, except to the extent that such the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action or proceeding. In case any such Proceeding shall be brought against an Indemnified Party, the event that the Indemnifying Party shall be entitled to participate in and elects to assume the defense thereofin any action or proceeding, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the an Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (i) the Indemnifying Party has agreed to pay such fees and expenses or (ii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a single conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel to represent at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in which event connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of such more than one separate single counsel firm of attorneys for all Indemnified Parties, which firm shall be borne designated in writing by the Indemnifying Partyapplicable Indemnified Parties; provided, and (ii) in the case of any Proceeding brought by any governmental authorityhowever, that the Indemnifying Party shall be liable for up to two separate firms of attorneys for the Indemnified Parties as are required if, as to any Indemnified Party, such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and any other Indemnified Party in the right to participate in, but not to assume conduct of the defense ofof such action). No Indemnifying Party, in the defense of any such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writingclaim or litigation, shall, except with the consent of the Indemnified Party, (which consent shall will not be unreasonably withheld) consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware 14.4.1 If an Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of receives notice of any claim or the commencement of any suit, action, proceedingclaim, proceeding or investigation or claim brought by any Contractowner or Person other third party (a "Proceeding")than an Indemnifying Party and with respect to which an Indemnifying Party is obligated to provide indemnification pursuant to this Sublease Agreement, the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement within ten (the "Indemnifying Party")10) Business Days thereafter, notify give the Indemnifying Party written notice (an “Indemnification Notice’’) thereof which sets forth in writing of reasonable detail such information with respect to such suit, action, claim, proceeding or investigation as the commencement thereof; Indemnified Party shall then have, but the failure so to notify give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2, that it may have to the Indemnified Party except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any Party shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such Proceeding shall be brought against indemnification is sought. 14.4.2 Upon receipt of an Indemnified PartyIndemnification Notice, the Indemnifying Party shall be entitled to participate in at its option and at its cost and expense to assume the defense thereofof such suit, action, claim, proceeding or investigation with respect to which it is called upon to indemnify an Indemnified Party pursuant to this Section 14; provided, however, that the Indemnifying Party notifies the Indemnified Party of its intention to assume such defense within thirty (30) days after the Indemnified Party gives the Indemnifying Party the relevant Indemnification Notice. If the Indemnifying Party elects to assume the defense of such suit, action, claim, proceeding or investigation, as the case may be, the Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ its own counsel in any such suit, action, claim, proceeding or investigation, but the fees and after notice from expenses of such counsel shall be at the expense of the Indemnified Party. 14.4.3 If the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election elects to assume the defense thereofof any suit, action, claim, proceeding or investigation for which it is called upon to indemnify the Indemnified Party pursuant to this Section 14, the Indemnifying Party shall not be liable to settle or compromise such suit, action, claim, proceeding or investigation without the prior written consent of the Indemnified Party for unless there is no finding or admission of any legal or other expenses subsequently incurred violation of law by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it and the sole relief provided is advisable for monetary damages covered in full by the indemnity. 14.4.4 The Indemnifying Party agrees to keep the Indemnified Party to be represented reasonably informed of the events of any applicable suit, action, claim, proceeding or investigation. If requested by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have co-operate to the right extent reasonably requested in the defense or prosecution of any suit, action, claim, proceeding or investigation for which such Indemnifying Party is called upon to employ a single counsel to represent indemnify the Indemnified PartyParty pursuant to this Section 14. 14.4.5 The amount of any Loss indemnifiable pursuant to this Section 14 shall be reduced by (a) the value of any benefit (other than any insurance benefit or proceeds) realized, directly or indirectly, in which event any jurisdiction by the reasonable fees and expenses Indemnified Party as a result of such separate single counsel Loss; and (b) the amount of any insurance proceeds received by the Indemnified Party in respect of such Loss. If such proceeds are received by the Indemnified Party following an indemnifying payment in respect of the relevant Loss, the Indemnified Party shall be borne pay to the Indemnifying Party an amount equal to the lesser of (i) the amount of such proceeds and (ii) the amount of the indemnifying payment made by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.

Procedures. Subject to the provisions of Section 7.2(d6.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 6.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; , but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.26.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 6.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.

Procedures. Subject Each party entitled to indemnification under Section 4 hereof (the "INDEMNIFIED PARTY") shall give notice to the provisions of Section 7.2(d), party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after receipt by a Delaware such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or a Lincoln any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"whose approval shall not unreasonably be withheld), and the Indemnified Party shall, if a claim may participate in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement such defense at such Indemnified Party's expense (unless the "Indemnifying Party"), notify Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in writing of which case such expense shall be paid by the commencement thereof; but Indemnifying Party), and provided further that the failure so of any Indemnified Party to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except to the extent that 4 hereof unless such failure to notify actually prejudices give notice is materially prejudicial to the Indemnifying Party. In case No Indemnifying Party, in the defense of any such Proceeding shall be brought against an 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 Indemnifying Party shall be entitled giving by the claimant or plaintiff to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the such Indemnified Party of the Indemnifying Party's election a release from all liability in respect to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal such claim or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldlitigation.

Procedures. Subject (a) If Parent or any of its Affiliates or any of their directors, officers, employees and agents, shall seek indemnification pursuant to the provisions of Section 7.2(d10.02(a), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party if Buyer or any of its Affiliates or any of their directors, officers, employees and agents, shall seek indemnification pursuant to Section 10.02(b), the Person seeking indemnification (each, an the "Indemnified Party") of shall give written notice of to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof from whom such indemnification is to be made pursuant to this Section 7.2 against another party to this Agreement sought (the "Indemnifying Party")) promptly (and in any event within 30 days) after the Indemnified Party (or, notify if the Indemnifying Indemnified Party in writing is a corporation, any officer or employee of the commencement Indemnified Party) becomes aware of the facts giving rise to such claim for indemnification (an "Indemnified Claim") specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Damages, if known, the method of computation thereof; but , containing a reference to the provision of the Transaction Documents in respect of which such Indemnified Claim arises and demanding indemnification therefor. The failure so of an Indemnified Party to notify the Indemnifying Party provide notice in accordance with this Section 10.03 shall not relieve the Indemnifying Party from any liability under this constitute a waiver of that party's claims to indemnification pursuant to Section 7.210.02, except to the extent that (i) any such failure to notify actually prejudices or delay in giving notice causes the amounts paid by the Indemnifying Party. In case any Party to be greater than they otherwise would have been or otherwise results in prejudice to the Indemnifying Party or (ii) such Proceeding shall be brought against notice is not delivered to the Indemnifying Party prior to the (i) Upon receipt of notice of a Third Party Claim from an Indemnified PartyParty pursuant to Section 10.03(a), the Indemnifying Party shall will be entitled to participate in and to assume the defense thereof, with counsel satisfactory and control of such Third Party Claim subject to the Indemnified Party, and after provisions of this Section 10.03. After written notice from by the Indemnifying Party to the Indemnified Party of the Indemnifying Party's its election to assume the defense thereofand control of a Third Party Claim, the Indemnifying Party shall not be liable to the such Indemnified Party for any legal fees or other expenses subsequently incurred by the such Indemnified Party in connection with therewith. Notwithstanding anything in this Section 10.3 to the defense thereof other than reasonable costs of investigation; providedcontrary, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for if the Indemnifying PartyParty does not assume defense and control of a Third Party Claim as provided in this Section 10.3, the Indemnified Party shall have the right to employ a single counsel defend such Third Party Claim, subject to represent the limitations set forth in this Section 10.03, in such manner as it may deem appropriate. Whether the Indemnifying Party or the Indemnified Party is defending and controlling any such Third Party Claim, they shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take all steps necessary in the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Damages relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in connection with any Third Party Claim. (ii) Subject to the provisions of Section 10.03(b)(iii) and Section 10.03(b)(iv), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims, and the Indemnified Party shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (1) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (2) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party's business; and (3) shall obtain, as a condition of any settlement or other resolution, a complete release of each Indemnified Party. Except to the extent of the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnifying Party or Indemnified Party without the express written consent of the other party. (iii) Notwithstanding the provisions of Section 10.03(b)(i), Buyer shall manage all Remedial Actions conducted with respect to facilities which constitute Contributed Assets, provided that Parent and its Representatives shall have the right, consistent with Buyer's right to manage such Remedial Actions as aforesaid, to participate fully in all decisions regarding any Remedial Action, including reasonable access to sites where any Remedial Action is being conducted, reasonable access to all documents, correspondence, data, reports or information (iv) In the case of the indemnification contemplated by Section 10.02(b)(iii), in the event that the Indemnifying Party desires to settle the matters referenced therein or consent to the entry of any judgment arising thereunder and the Indemnified Party does not wish to consent to such settlement or entry of judgment, the Indemnified Party shall have no obligation to consent to the settlement or entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Damages; provided that the Indemnified Party shall not be required to consent to any settlement or agree to be responsible for the payment of Damages thereafter incurred with respect to any matter the settlement or entry of judgment of which event would require the reasonable fees and expenses consent of such separate single counsel Indemnified Party pursuant to Section 10.03(b)(ii). The obligation of an Indemnified Party that rejects any proposed settlement offer or entry of any such judgment to pay and be responsible for 100% of any Damages in accordance with this Section 10.03(b)(iv) shall be borne conditioned upon and subject to the payment by the Indemnifying Party, within five Business Days of the date such Indemnified Party provides the written agreement contemplated by the preceding sentence, of an amount, in immediately available funds, equal to the portion of the total settlement that would have been payable by the Indemnifying Party according to the percentage sharing arrangement contemplated by Section 10.04(b)(ii). Thereafter, the Indemnified Party shall be solely responsible for any Damages and (ii) for the defense of the matter that is the subject of the proposed settlement or entry of judgment. Notwithstanding the foregoing, an Indemnifying Party may, at its option and expense, participate in the case defense of any Proceeding brought Indemnified Claim. (v) In furtherance of and not in limitation of the provisions of this Section 10.03, with respect to product liability matters and other matters contemplated by Exhibit E, Parent and Buyer covenant and agree as set forth in Exhibit E. (c) If the Indemnifying Party and the Indemnified Party are unable to agree with respect to a procedural matter arising under Section 10.03(b)(iii), the Indemnifying Party and the Indemnified Party shall, within 10 days after notice of disagreement given by either party, agree upon a third-party referee ("Referee"), who shall be an environmental attorney or environmental consultant as appropriate under the circumstances and who shall have the authority to review and resolve the disputed matter. The parties shall present their differences in writing (each party simultaneously providing to the other a copy of all documents submitted) to the Referee and shall cause the Referee promptly to review any governmental authorityfacts, law or arguments either the Indemnifying Party or the Indemnified Party may present. The Referee shall be retained to resolve specific differences between the parties within the range of such differences. Either party may request that all discussions with the Referee by either party be in each other's presence. The decision of the Referee shall be final and binding unless both the Indemnifying Party and the Indemnified Party agree. The parties shall share equally all costs and fees of the Referee. (d) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall have be subrogated, to the right extent of such payment, to participate in, but not to assume all rights and remedies of the defense of, such Proceeding. The Indemnifying Indemnified Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 insurance benefits or other claims or benefits of the Indemnified Party with respect to which it has not consented in writing, which consent shall not be unreasonably withheldsuch claim.

Procedures. Subject (a) The terms of this Section 7.4 shall apply to any third-party claim (a "CLAIM") that may result in indemnification under the provisions terms of Section 7.2(d), promptly after receipt by a Delaware Sections 7.2 or 7.3. The TeleCorp Indemnified Party or a Lincoln AT&T Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "ProceedingINDEMNIFIED PARTY"), as the Indemnified Party shallcase may be, if a claim in respect thereof is shall give prompt written notice of such Claim to be made pursuant to this Section 7.2 against another the indemnifying party to this Agreement (the "Indemnifying PartyINDEMNIFYING PARTY")) under the applicable Section, notify which party may assume the Indemnifying Party in writing of the commencement defense thereof; but the , PROVIDED, that any delay or failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except of its obligations hereunder only to the extent extent, if at all, that it is materially prejudiced by reason of such failure delay or failure. The Indemnified Party shall have the right to notify actually prejudices the Indemnifying Party. In case approve any such Proceeding shall be brought against an Indemnified Party, counsel selected by the Indemnifying Party shall be entitled to participate in and to assume approve the defense thereofterms of any proposed settlement, with counsel satisfactory such approvals not to be unreasonably delayed or withheld (unless, in the case of approval of a proposed settlement, such settlement provides only, as to the Indemnified Party, and after notice from the payment of money damages actually paid by the Indemnifying Party to and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VII shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable Law or that such liability may not be waived, modified or limited under applicable Law, but shall be construed so as to effectuate the provisions of this Article VII to the fullest extent permitted by Law. (b) If the Indemnifying Party's election Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) If the Indemnifying Party fails to assume the defense of any Claim within thirty (30) days after receiving written notice thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right right, subject to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article VII, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and (ii) in until the case Indemnified Party assumes the defense of any Proceeding brought by any governmental authorityClaim, the Indemnifying Party shall have advance to the right to participate in, but not to assume Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense ofof any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event he, she or it receives any such advance, such Proceeding. The Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he, she or it was not be obligated under any settlement agreement relating entitled to any Proceeding indemnification under this Section 7.2 Article VII. (d) In no event shall an Indemnifying Party be required to which it has not consented pay in writingconnection with any Claim for more than one firm of counsel (and local counsel) for each of the following groups of Indemnified Parties: (i) AT&T, which consent shall not be unreasonably withheldits Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them; and (ii) TeleCorp and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them.

Procedures. Subject to (a) (i) In order for a party (the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Aggrieved Party") to be entitled to any indemnification provided for under this Agreement (other than under Section 7.6) in respect of, arising out of notice of the commencement of any action, proceeding, investigation or involving a claim or demand made by any Contractowner Person or other third party Governmental Authority against the Aggrieved Party (a "ProceedingThird Party Claim"), such Aggrieved Party must notify the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another indemnifying party to this Agreement (the "Indemnifying Party"), notify the Indemnifying in writing, and in reasonable If a Third Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought Claim is made against an Indemnified Aggrieved Party, the Indemnifying Party shall will be entitled to participate in and the defense thereof and, if it so chooses, to assume the defense thereof, thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Aggrieved Party, and after notice from . Should the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election so elect to assume the defense thereofof a Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Aggrieved Party for any legal or other expenses subsequently incurred by the Indemnified Aggrieved Party in connection with the defense thereof other than reasonable costs thereof, unless (x) the Indemnifying Party has authorized the employment of investigation; provided, however, legal counsel by the Aggrieved Party or (y) the Aggrieved Party and the Indemnifying Party are each named parties to such action (including impleaded parties) and shall have been advised in writing by its legal counsel that there may be conflicting interests between the Aggrieved Party and the Indemnifying Party (i) ifin which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Claim on behalf of the Aggrieved Party provided that, in such event, legal counsel selected by the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Aggrieved Party shall be required to be represented by separate counsel other than cooperate fully with legal counsel for the Indemnifying Party). If the Indemnifying Party assumes such defense, the Indemnified Aggrieved Party shall have the right to consult in the defense thereof and to employ a single counsel, at its own expense, separate from the counsel to represent employed by the Indemnified Indemnifying Party, in which event it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of such separate single counsel shall be borne employed by the Indemnifying Party, and (ii) in the case of Aggrieved Party for any Proceeding brought by any governmental authority, period during which the Indemnifying Party has not assumed (or is not entitled to assume hereunder) the defense thereof (other than during any period in which the Aggrieved Party shall have failed to give notice of the right to participate in, but not to assume Third Party Claim as provided above). If the defense of, such Proceeding. The Indemnifying Party shall not be obligated under chooses to defend or prosecute any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.Third Party

Procedures. Subject (a) Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under Section 8.1 (the “Indemnified Party”) shall give prompt notice (the “Notice of Claim”) to the provisions party against whom indemnity is sought (the “Indemnifying Party”) of Section 7.2(d), promptly after receipt (i) the assertion of any claim by a Delaware the Indemnified Party or a Lincoln (ii) the assertion of any claim, action, suit, proceeding or investigation by any Person alleging facts that, if proven true, would constitute grounds for indemnification by the Indemnified Party (eacha “Third-Party Claim”); provided however, an "Indemnified Party") that no delay on the part of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify notifying the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2or obligation hereunder, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume has been prejudiced thereby. The Indemnifying Party may, and, at the defense thereof, with counsel satisfactory to request of the Indemnified Party, shall, participate in and after notice from control the defense of any Third-Party Claim at its own expense. If the Indemnifying Party to the Indemnified Party assumes control of the Indemnifying Party's election to assume the defense thereofof a Third-Party Claim, (1) the Indemnifying Party shall not be liable to under Section 8.1 for any settlement effected by the Indemnified Party for with respect to any legal Third-Party Claim without its consent, which shall not be unreasonably withheld or other expenses subsequently incurred delayed and (2) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim unless (A) such settlement includes an unconditional release by all parties to the reasonable satisfaction of the Indemnified Party Table of Contents and (B) the judgment or settlement does not impose any restrictions on the activities of, or require any payments from, any Purchaser Indemnitee. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, if (i) the Indemnified Party determines in good faith that a Third-Party Claim is likely to have a material adverse effect on Purchaser in a manner that may not be adequately compensated by money damages or (ii) any Third-Party Claim relating to taxes that is not likely to be adequately addressed by money damages as determined by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; providedgood faith, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for then the Indemnified Party may, by written notice to be represented by separate counsel other than counsel for the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. The party controlling the defense of any third party suit, action or proceeding 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. (b) If the Notice of Claim relates to a direct claim for Damages by an Indemnified Party and not a Third-Party Claim, then: (i) Within 30 days after delivery of a Notice of Claim, the Indemnifying Party shall provide to the Indemnified Party shall have a written response (the right to employ a single counsel to represent the Indemnified Party“Response Notice”), in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying PartyParty must either: (x) agree that some or all of the Damages claimed should be indemnified and, and (ii) in the case of any Proceeding brought by any governmental authorityDamages claimed and not so agreed to, contest such claimed amount, or (y) contest all of the Damages claimed. The Indemnifying Party may contest such claimed amount of Damages only based upon a good faith belief that all or such portion of such claimed amount does not constitute Damages for which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party does not deliver on a timely basis a Response Notice, the Indemnifying Party shall be deemed to have agreed that all of the right claimed amount should be indemnified. Any such amount agreed to, or so deemed to participate inbe agreed to, but not by the Indemnifying Party pursuant to assume clause (x) or (y) of this subsection (b)(i) or otherwise pursuant to this Agreement is referred to herein as an “Agreed Amount.” (ii) If the defense ofIndemnifying Party in the Response Notice contests all or part of the claimed amount (thereupon, the “Contested Amount”), the Indemnifying Party and the Indemnified Party shall attempt promptly and in good faith to agree upon the rights of the parties with respect to the Contested Amount. If the Indemnifying Party and the Indemnified Party should so agree, a memorandum setting forth such Proceeding. The agreement shall be prepared and signed by such parties and, if such agreement provides that all or a portion of the Contested Amount is to be paid to the Indemnified Party (all or such portion of such Contested Amount to be so paid to the Indemnified Party being also referred to herein as an “Agreed Amount”), the Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under make such payments in accordance with the terms of this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldAgreement.

Procedures. Subject Each party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification under this Agreement (each, an "Indemnified PartyINDEMNIFIED PARTY") of shall give notice of to the commencement party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any actionClaim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the defense of any such Claim; PROVIDED THAT counsel for the Indemnifying Party, proceedingwho shall conduct the defense of such Claim, investigation or claim shall be approved by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to (whose approval shall not unreasonably be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"withheld), notify and the Indemnified Party may participate in such defense at its own expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in writing such action, in which case the reasonable fees and expenses of one such counsel for all Indemnified Parties as a group shall be at the expense of the commencement thereof; but Indemnifying Party), and PROVIDED FURTHER that the failure so of any Indemnified Party to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, Agreement unless the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the is materially prejudiced thereby. No Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment investigation or defense of any such Claim shall, except with the Indemnified Party, it is advisable for the consent of each Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Subject (a) With respect to the provisions of Section 7.2(dany claim other than a Tax Claim (as defined herein), promptly after receipt by a Delaware any Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), shall notify the Indemnifying Party in writing (with reasonable specificity) promptly after it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the commencement thereof; but Indemnifying Party as soon as practicable thereafter all information and documentation reasonably necessary to support and verify any Losses associated with such claim or action. Subject to Section 8.2(c)(v), the failure to so notify or provide information to notify the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2that it may have to any Indemnified Party, except to the extent that such the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's failure to notify actually prejudices the Indemnifying Party. In give such notice, in which case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory relieved from its obligations hereunder to the Indemnified Party, and after notice from the extent of such material prejudice. The Indemnifying Party to shall defend, contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationchoice at its sole cost and expense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (iwhich consent shall not be unreasonably withheld or delayed) ifunless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the reasonable judgment defense thereof by counsel of the Indemnified Party, it is advisable for the Indemnified Party 's choice and shall in any event use its reasonable best efforts to be represented by separate counsel other than counsel for cooperate with and assist the Indemnifying Party. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to employ a single counsel to represent do so, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. (b) If a claim is made by any Tax Authority which, if successful, is likely to result in an indemnity payment to Buyer or any of its affiliates pursuant to Section 8.2(a)(iii), Buyer shall notify Sellers of such claim (a "Tax Claim"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Sellers from any liability which it may have on account of this indemnification or otherwise, except to the extent that Sellers are materially prejudiced thereby. Sellers will have the right, at their option, upon timely notice to Buyer, to assume control of any defense of any Tax Claim (other than a Tax Claim related solely to Taxes of NNGC for any Tax period that begins on or prior to the Closing Date and ends after the Closing Date (each, a "Straddle Period')) with its own counsel; provided, however, such counsel is reasonably satisfactory to Buyer. Sellers' right to control a Tax Claim will be limited to amounts in dispute which would be paid by Sellers or for which Sellers would be liable pursuant to Article VIII. Costs of such Tax Claims are to be borne by Sellers unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. Buyer and NNGC shall cooperate with Sellers in contesting any Tax Claim, which cooperation shall include the reasonable fees retention and, upon Sellers' request, the provision of records and expenses of information which are reasonably relevant to such separate single counsel shall be borne by the Indemnifying Party, Tax Claim and (ii) in the case making employees available on a mutually convenient basis to provide additional information or explanation of any Proceeding brought by material provided hereunder. Buyer and Sellers shall jointly control all proceedings taken in connection with any governmental authority, the Indemnifying Party shall have the right claims for Taxes relating solely to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withhelda Straddle Period of NNGC.

Procedures. Subject (a) If any Party believes at any time that it is entitled to the provisions of Section 7.2(d)be indemnified under this ARTICLE IX, promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified such Party (each, an "the “Indemnified Party"”) shall promptly deliver to (i) the Equityholders Representative, in the case of notice claims for indemnification being asserted by Parent or the Surviving Corporation, and (ii) Parent, in the case of claims for indemnification being asserted by the commencement of any actionEquityholders Representative, proceeding, investigation or claim by any Contractowner or other third party a certificate (a "Proceeding"), “Claim Certificate”) that (x) states that the Indemnified Party shallhas paid or properly incurred Losses and the amount thereof, if a claim in respect thereof or reasonably anticipates that it may or will incur Losses, for which such Indemnified Party is entitled to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability indemnification under this Section 7.2Agreement, except and the estimated amount thereof, and (y) specifies in reasonable detail, to the extent that such failure to notify actually prejudices practicable, each individual item of Loss included in the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Partyamount so stated, the Indemnifying date (if any) such item was paid or properly incurred, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party shall claims to be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationhereunder; provided, however, that (i) if, in no delay on the reasonable judgment part of the Indemnified Party, it is advisable for Party in delivering a Claim Certificate shall diminish the rights of the Indemnified Party to be represented by separate counsel other than counsel for indemnified hereunder except to the Indemnifying Party, extent that the Indemnified Party delay shall have increase the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses amount of such separate single counsel shall be borne by the Indemnifying Partyclaim or Loss, and then only to such extent. (iib) If the Equityholders Representative, in the case of indemnification claims by Parent or the Surviving Corporation, or Parent, in the case of indemnification claims by the Equityholders Representative (in either case, the “Indemnifying Party”) objects to a claim of an Indemnified Party in respect of any Proceeding brought by claim or claims specified in any governmental authorityClaim Certificate, the Indemnifying Party shall have deliver a written notice to such effect to the right Indemnified Party within thirty (30) days after receipt of the Claim Certificate by the Indemnifying Party. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to participate inagree upon their respective rights within thirty (30) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Indemnifying Party has objected. If the Indemnified Party and the Indemnifying Party agree with respect to any of such claims, but not to assume the defense of, such Proceeding. The Indemnified Party and the Indemnifying Party shall not be obligated under any settlement agreement relating promptly prepare and sign a memorandum setting forth such agreement. If, as a result of such agreement, Parent is entitled to have the principal amount of the Promissory Note reduced, the Equityholders Representative shall promptly execute an amendment to the Promissory Note reflecting such reduction. Should the Indemnified Party and the Indemnifying Party fail to agree as to any Proceeding under this Section 7.2 particular item or items or amount or amounts, then the Indemnified Party shall be entitled to which it has not consented in writing, which consent shall not be unreasonably withheldpursue its available remedies for resolving the claim for indemnification.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party"i) of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the The Indemnifying Party shall not relieve the Indemnifying Party from be entitled to defend any liability under this Section 7.2claim, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case action, suit or proceeding made by any such Proceeding shall be brought third party against an Indemnified Party; provided, however, the Indemnifying Indemnified Party shall be entitled to participate in and to assume the such defense thereof, with counsel satisfactory to of its choice and at its own expense, and if the Indemnifying Party does not provide a competent and vigorous defense then the Indemnified Party, and after notice from 's participation shall be at the Indemnifying Party to the Indemnified Party expense of the Indemnifying Party's election . The Indemnified Party shall provide such reasonable cooperation and access to assume the defense thereofits books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties shall cooperate with each other in order to ensure the proper and adequate defense thereof. (ii) An Indemnifying Party shall not be liable settle any claim subject to indemnification hereunder without the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment prior written consent of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldwithheld or delayed (provided that an Indemnified Party shall not be deemed to be unreasonably withholding its consent if such settlement does not include a full release of the Indemnified Party). (iii) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party (or amounts may be set off by the Indemnified Party) upon the earliest to occur of: (A) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, (B) the entry of an unappealable judgment or final appellate decision against the Indemnified party, (C) the settlement of the claim, (D) with respect to indemnities for -58- 66 Taxes, upon the issuance of any final resolution by a taxation authority, or (E) with respect to claims before any administrative or regulatory authority when the Loss is finally determined and not subject to further review or appeal; provided, however, the Indemnifying Party shall pay on the Indemnified Party's demand any cost or expenses reasonably incurred by the Indemnified Party in defending or otherwise dealing with such claim.

Procedures. Subject If an Event of Breach occurs or is alleged and the party or parties entitled to receive the benefits of the indemnification provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party hereunder (each, an the "Indemnified Party") of notice of asserts that the commencement of Indemnifying Party has become obligated to the Indemnified Party pursuant to Section 9.2 or Section 9.3 hereof, as applicable, or if any suit, action, proceedinginvestigation, investigation claim or claim by any Contractowner proceeding is begun, made or other third party (instituted as a "Proceeding")result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall, if a claim in respect thereof is shall give written notice to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case The Indemnifying Party agrees to defend, contest or otherwise protect the Indemnified Party against any such Proceeding shall be brought against an Indemnified Partysuit, action, investigation, claim or proceeding by counsel of the Indemnifying Party's choice at its or their sole cost and expense. The Indemnified Party shall be entitled have the right, but not the obligation, to participate at its or their own expense in and to assume the defense thereof, with thereof by counsel satisfactory to of the Indemnified Party, 's choice and after notice from shall in any event cooperate with and assist the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, extent reasonably possible. If the Indemnifying Party shall not be liable fails timely to the Indemnified Party for any legal defend, contest or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of otherwise protect against such suit, action, investigation; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Partyclaim or proceeding, the Indemnified Party shall have the right to employ a single counsel do so, including, without limitation, the right to represent make any compromise or settlement thereof, and the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel Party shall be borne by entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and (ii) in amounts paid as the case result of any Proceeding brought by any governmental authoritysuch suit, the Indemnifying Party shall have the right to participate inaction, but not to assume the defense ofinvestigation, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldclaim or proceeding.

Procedures. Subject Each party entitled to indemnification under this Subsection 3.6 (the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of shall give written notice of to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is required to be made pursuant to this Section 7.2 against another party to this Agreement provide indemnification hereunder (the "Indemnifying Party")) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, notify and shall permit the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for such claim or any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigationlitigation resulting therefrom; provided, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party who shall conduct the defense of such claim or any litigation resulting therefrom shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and provided however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to employ a single assume or continue its own defense as set forth above (but with no more than one firm of counsel to represent the Indemnified Party, for all indemnified parties in which event the reasonable fees and expenses of such separate single counsel each jurisdiction who shall be borne approved by the Indemnifying Partymajority of the Eligible Holders of the registration in respect of which such indemnification is sought), and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have be liable for any expenses therefor; and provided further, that the right Indemnified Party may participate in such defense at such Indemnified Party's expense. The failure of any Indemnified Party to participate in, but give written notice as provided herein shall not relieve any Indemnifying Party of its obligations under this Subsection 3.6 to assume the extent such failure is not materially prejudicial. No Indemnifying Party in the defense ofof any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party in connection therewith of a release from all liability in respect to such Proceedingclaim or litigation. The Each Indemnified Party shall furnish such information regarding itself or the claim in question as any Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.may reasonably

Procedures. Subject to (a) Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under Section 8.1 (the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") shall give prompt notice (the "Notice of notice of Claim") to the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof against whom indemnity is to be made pursuant to this Section 7.2 against another party to this Agreement sought (the "Indemnifying Party") of (i) the assertion of any claim by the Indemnified Party or (ii) the assertion of any claim, action, suit, proceeding or investigation by any Person alleging facts that, if proven true, would constitute grounds for indemnification by the Indemnified Party (a "Third-Party Claim"); provided however, notify that no delay on the Indemnifying part of the Indemnified Party in writing of the commencement thereof; but the failure so to notify notifying the Indemnifying Party shall not relieve the Indemnifying Party from of any liability under this Section 7.2or obligation hereunder, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume has been prejudiced thereby. The Indemnifying Party may, and, at the defense thereof, with counsel satisfactory to request of the Indemnified Party, shall, participate in and after notice from control the defense of any Third-Party Claim at its own expense. If the Indemnifying Party to the Indemnified Party assumes control of the Indemnifying Party's election to assume the defense thereofof a Third-Party Claim, (1) the Indemnifying Party shall not be liable to under Section 8.1 for any settlement effected by the Indemnified Party for with respect to any legal Third-Party Claim without its consent, which shall not be unreasonably withheld or other expenses subsequently incurred delayed and (2) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim unless (A) such settlement includes an unconditional release by all parties to the reasonable satisfaction of the Indemnified Party 33NEXT PAGE and (B) the judgment or settlement does not impose any restrictions on the activities of, or require any payments from, any Purchaser Indemnitee. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, if (i) the Indemnified Party determines in good faith that a Third-Party Claim is likely to have a material adverse effect on Purchaser in a manner that may not be adequately compensated by money damages or (ii) any Third-Party Claim relating to taxes that is not likely to be adequately addressed by money damages as determined by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; providedgood faith, however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for then the Indemnified Party may, by written notice to be represented by separate counsel other than counsel for the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. The party controlling the defense of any third party suit, action or proceeding 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. (b) If the Notice of Claim relates to a direct claim for Damages by an Indemnified Party and not a Third-Party Claim, then: (i) Within 30 days after delivery of a Notice of Claim, the Indemnifying Party shall provide to the Indemnified Party shall have a written response (the right to employ a single counsel to represent the Indemnified Party"Response Notice"), in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying PartyParty must either: (x) agree that some or all of the Damages claimed should be indemnified and, and (ii) in the case of any Proceeding brought by any governmental authorityDamages claimed and not so agreed to, contest such claimed amount, or (y) contest all of the Damages claimed. The Indemnifying Party may contest such claimed amount of Damages only based upon a good faith belief that all or such portion of such claimed amount does not constitute Damages for which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party does not deliver on a timely basis a Response Notice, the Indemnifying Party shall be deemed to have agreed that all of the right claimed amount should be indemnified. Any such amount agreed to, or so deemed to participate inbe agreed to, but not by the Indemnifying Party pursuant to assume clause (x) or (y) of this subsection (b)(i) or otherwise pursuant to this Agreement is referred to herein as an "Agreed Amount." (ii) If the defense ofIndemnifying Party in the Response Notice contests all or part of the claimed amount (thereupon, the "Contested Amount"), the Indemnifying Party and the Indemnified Party shall attempt promptly and in good faith to agree upon the rights of the parties with respect to the Contested Amount. If the Indemnifying Party and the Indemnified Party should so agree, a memorandum setting forth such Proceeding. The agreement shall be prepared and signed by such parties and, if such agreement provides that all or a portion of the Contested Amount is to be paid to the Indemnified Party (all or such portion of such Contested Amount to be so paid to the Indemnified Party being also referred to herein as an "Agreed Amount"), the Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under make such payments in accordance with the terms of this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldAgreement.

Procedures. Subject Each party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification under this Agreement (each, an "“Indemnified Party"”) of shall give notice of to the commencement party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any actionClaim as to which indemnity may be sought, proceedingand shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, investigation or claim who shall conduct the defense of such Claim, shall be approved by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to (whose approval shall not unreasonably be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"withheld), notify and the Indemnified Party may participate in such defense at such party’s expense (unless (A) the indemnifying party has agreed in writing to pay such fees and expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such indemnified party within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so, or (C) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in writing such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the commencement thereof; but Indemnifying Party), and provided further that the failure so of any Indemnified Party to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, Agreement except to the extent that such failure (but only to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, extent) the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the is materially prejudiced thereby. No Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment investigation or defense of any such Claim shall, except with the Indemnified Party, it is advisable for the consent of each Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which (1) does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim, (2) includes an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, or (3) provides for any action on the part of any party other than the payment of money damages which is to be paid in full by the Indemnifying Party. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Subject (a) If any Person who or which is entitled to the provisions of seek indemnification under Section 7.2(d), promptly after receipt by a Delaware Indemnified Party 8.2 or a Lincoln Indemnified Party Section 8.3 (each, an "Indemnified PartyINDEMNIFIED PARTY") of receives notice of the assertion or commencement of any action, proceeding, investigation Third Party Claim against such Indemnified Party with respect to which the Person against whom or claim by any Contractowner or other third party which such indemnification is being sought (a an "ProceedingINDEMNIFYING PARTY")) is obligated to provide indemnification under this Agreement, the Indemnified Party shallwill give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after receipt of such written notice of such Third Party Claim. 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 a claim in respect thereof is to reasonably practicable, of the Damages that has been or may be made pursuant to this Section 7.2 against another party to this Agreement (sustained by the "Indemnifying Indemnified Party"), notify the . The Indemnifying Party in writing of will have the commencement thereof; but the failure so right to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 7.2participate in, except or, by giving written notice to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume assume, the defense thereof, with of any Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (reasonably satisfactory to the Indemnified Party), and the Indemnified Party will cooperate in good faith in such defense. (b) If, within 20 days after giving notice of a Third Party Claim to an Indemnifying Party pursuant to Section 8.4(a), an Indemnified Party receives written notice from the Indemnifying Party to the Indemnified Party of that the Indemnifying Party's election Party has elected to assume the defense thereofof such Third Party Claim as provided in the last sentence of Section 8.4(a), the Indemnifying Party shall will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than thereof; PROVIDED, HOWEVER, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 20 days after receiving written notice from the Indemnified Party that the Indemnified Party reasonably believes the Indemnifying Party has failed to take such steps or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all damages relating to the matter, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs of investigation; provided, however, that (i) if, and expenses paid or incurred in connection therewith. Without the reasonable judgment prior written consent of the Indemnified Party, it the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is advisable not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or, as to matters other than Tax Matters, does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to be represented by separate counsel other than counsel for that effect. If the Indemnifying PartyIndemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party shall have may continue to contest or defend such Third Party Claim and, in such event, the right maximum liability of the Indemnifying Party as to employ such Third Party Claim will not exceed the amount of such settlement offer. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, records, and employees of the Indemnified Party necessary in connection with the Indemnifying Party's defense of any Third Party Claim which is the subject of a single counsel to represent claim for indemnification by an Indemnified Party hereunder. (c) Any claim by an Indemnified Party on account of Damages which does not result from a Third Party Claim (a "DIRECT CLAIM") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party 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 Indemnified Party. The Indemnifying Party will have a period of ten days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the reasonable fees Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and expenses subject to the provisions of such separate single counsel shall be borne by the Indemnifying Partythis Agreement. (d) A failure to give timely notice or to include any specified information in any notice as provided in Section 8.4(a), and (ii8.4(b) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld.or 8.4

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware (a) In order for an Indemnified Party or a Lincoln Indemnified Party (eachunder this ARTICLE VII to be entitled to any indemnification provided for under this Agreement, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding"), the such Indemnified Party shall, if a claim in respect thereof is promptly following the discovery of the matters giving rise to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party")any Loss, notify the Indemnifying Party under this ARTICLE VII in writing of its claim for indemnification for such Loss, specifying in reasonable detail the commencement thereofnature of such Loss and the amount of the liability estimated to accrue therefrom; but provided, however, that the Indemnified Party’s failure to so to notify the Indemnifying Party shall not relieve release the Indemnifying Party Party, in whole or in part, from any liability its obligations under this Section 7.2ARTICLE VII, except to the extent (and solely to the extent) that the Indemnifying Party will have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt of such request, all information and documentation reasonably requested by the Indemnifying Party with respect to such Loss. (b) If any third party notifies any Indemnified Party seeking indemnification under Section 7.2, with respect to any matter, claim, investigation, action, suit, charge, complaint, demand, or other Legal Proceeding, whether pending or threatened (an “Action”), that may give rise to a claim for indemnification under this ARTICLE VII, then the Indemnified Party shall promptly give notice of the Action to the Indemnifying Party pursuant to Section 8.5; provided, however, that the Indemnified Party’s failure to so notify the Indemnifying Party of any Action shall not release the Indemnifying Party, in whole or in part, from its obligations under this ARTICLE VII, except to the extent (and solely to the extent) that the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party. In case ’s ability to defend against such Action. (c) The Indemnified Party may, at the sole expense and liability of the Indemnifying Party, exercise full control of the defense, compromise, or settlement of any such Proceeding shall be brought against an Action, unless, at any time within 30 days after the Indemnified PartyParty has given notice to the Indemnifying Party of the Action, the Indemnifying Party (i) delivers a written confirmation to such Indemnified Party that the indemnification provisions of Section 7.2 are applicable to such Action and that, subject to the other provisions of this ARTICLE VII, the Indemnifying Party shall be entitled indemnify such Indemnified Party in respect of such Action pursuant to participate the terms of Section 7.2, (ii) notifies such Indemnified Party in and writing of the Indemnifying Party’s intention to assume the defense thereofthereof and thereafter conducts the defense actively and diligently, with and (iii) retains legal counsel reasonably satisfactory to the such Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume conduct the defense thereofof such Action. Notwithstanding anything to the contrary in the immediately preceding sentence, the Indemnifying Party shall not be liable have any right to assume the Indemnified Party for any legal defense of such Action, if (1) such Action seeks an injunction or other expenses subsequently incurred by equitable relief and not money damages only, or (2) the Indemnified Party in connection settlement or compromise of, or an adverse judgment with the defense thereof other than reasonable costs of investigation; providedrespect to, however, that (i) ifsuch Action is, in the reasonable good faith judgment of the Indemnified Party, it is advisable for likely to establish a precedent, custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party. (d) The Indemnified Party to be represented by separate counsel other than counsel for and the Indemnifying PartyParty shall use their commercially reasonable efforts to cooperate with the Party assuming the defense, compromise, or settlement of any such Action in accordance herewith in any manner that such Party reasonably may request. If the Indemnifying Party assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party unless (i) the Indemnifying Party has specifically agreed to pay such fees and expenses or (ii) the Indemnified Party has been advised by its counsel that there may be one or more legal defenses from claims available to it that are different from or additional to those available to the Indemnifying Party or that there may be a single counsel conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Action (in either of which cases the Indemnifying Party shall not have the right to represent direct the defense, compromise, or settlement of such Action on behalf of the Indemnified Party), and in which event any such case the reasonable fees and expenses of such separate single counsel shall be borne by the Indemnifying Party, it being understood and (ii) in the case of any Proceeding brought by any governmental authorityagreed, however, that the Indemnifying Party shall have not be liable for the right fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party. No Indemnified Party shall settle or compromise or consent to participate inentry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, but not unless the Indemnifying Party fails to assume control of such Action in the defense of, such Proceedingmanner provided in Section 7.3(c). The Indemnifying Party shall not be obligated under not, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any settlement agreement relating judgment with respect to any Proceeding under this Section 7.2 such Action (1) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (2) that does not include as an unconditional term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to which it has not consented in writing, which consent shall not be unreasonably withheldsuch Indemnified Party of a release from all liability with respect to such Action.

Procedures. Subject A party entitled to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party indemnification hereunder (each, an "“Indemnified Party"”) shall give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of notice of any claim with respect to which it seeks indemnification promptly after the commencement discovery by such Indemnified Party of any actionmatters giving rise to a claim for indemnification hereunder; provided, proceeding, investigation or claim by that the failure of any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the failure so to notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party from any liability of its obligations under this Section 7.2, except 8 unless and to the extent that such failure to notify actually prejudices the Indemnifying PartyParty shall have been materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any such Proceeding shall be action, suit, claim or proceeding which may cause an Indemnified Party to incur indemnifiable Losses is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in assume and to assume conduct the defense thereof, with counsel reasonably satisfactory to the Indemnified PartyParty unless (a) such claim seeks remedies, and after notice from the Indemnifying Party in addition to or other than, monetary damages that are reasonably likely to be awarded, (b) such claim involves a criminal proceeding or (c) counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest that would reasonably be expected to make it inappropriate for the Indemnifying Party's election same counsel to assume the defense thereof, represent both the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if, in the reasonable judgment of and the Indemnified Party, it is advisable for . If any one of the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Partyforegoing clauses (a) through (c) applies, the Indemnified Party shall have be entitled to retain its own counsel at the right to employ a single counsel to represent cost and expense of the Indemnified Party, in which event Indemnifying Party (except that the reasonable Indemnifying Party shall only be liable for the legal fees and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or group of related actions, other than local counsel). If the Indemnifying Party assumes the defense of any claim, the Indemnified Party shall nevertheless be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, that all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such separate single counsel claim. Such reasonable cooperation shall be borne by include the retention and (upon the Indemnifying Party, and (ii’s reasonable request) in the case of any Proceeding brought by any governmental authority, provision to the Indemnifying Party shall have the right of records and information that are reasonably relevant to participate insuch claim, but not and making employees available on a mutually convenient basis to assume the defense of, such Proceedingprovide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be obligated under liable for any settlement agreement relating of any action, suit, claim or proceeding effected without its prior written consent (not to any Proceeding under this Section 7.2 to be unreasonably withheld, conditioned or delayed). The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent (which it has not consented in writing, which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought or may sought be hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding and is solely for monetary damages. The indemnification required by this Section 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 30 days after bills are received or Losses are incurred.

Procedures. Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware (a) In order for an Acquiror Indemnified Party or a Lincoln the Stockholder Indemnified Party Parties, as the case may be (each, an "“Indemnified Party"”), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third Person against such Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the Company Stockholder Representative, on behalf of the Stockholder Indemnified Parties, or Acquiror, as the case may be (each, an “Indemnifying Party”), within thirty (30) days after receipt by such Indemnified Party of written notice of the commencement of any actionThird Party Claim and shall be in writing, proceeding, investigation or claim by any Contractowner or other third party (a "Proceeding")shall specify in reasonable detail the basis for such Third Party Claim, the Indemnified Party shallfacts pertaining thereto and, if a claim known and quantifiable, the amount thereof, and in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify addition thereto provide the Indemnifying Party in writing of the commencement thereof; but the failure so to notify with such information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that the failure to provide such notice within such thirty (30) day period shall not relieve release the Indemnifying Party from any liability of its obligations under this Section 7.2, Article IX except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any Party is materially prejudiced by such Proceeding shall be brought failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party pursuant to the terms of this Agreement against an Indemnified Partyall Losses that may result from a Third Party Claim, the Indemnifying Party shall be entitled have the right, upon written notice to participate in and the Indemnified Party within fifteen (15) Business Days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereofthereof at the expense of the Indemnifying Party (in the case of the Company Stockholder Representative, solely on behalf of the Company Holders) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from . Notwithstanding the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereofforegoing, the Indemnifying Party shall not be liable entitled to assume the defense of any Third Party Claim (i) if the Third Party Claim involves a purported class action, (ii) if any Governmental Authority is the plaintiff in such Third Party Claim, (iii) if the Indemnified Party reasonably determines that such claim would reasonably be expected to exceed the indemnification limitations set forth in Section 9.04, or (iv) for equitable or injunctive relief or any legal claim that would impose criminal liability or other expenses subsequently incurred by criminal damages, and the Indemnified Party in connection with shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. If the Indemnifying Party does not elect to assume the defense thereof other than reasonable costs of investigation; providedsuch Third Party Claim or, howeverafter assuming such defense, that (i) iffails to diligently defend such Third Party Claim, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party shall have the right to be represented by separate counsel other than counsel for assume the defense of and to settle such Third Party Claim. If the Indemnifying PartyParty assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ a single separate counsel and to represent participate in the Indemnified Partydefense thereof, in which event but the reasonable fees and expenses of such separate single counsel shall be borne at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense (in the case of the Company Stockholder Representative, solely on behalf of the Company Holders), cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party, and (ii) in shall be entitled reasonably to consult with the case Indemnifying Party with respect to such defense. If the Indemnifying Party assumes the defense of any Proceeding brought by any governmental authorityThird Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, 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 (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim, or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) In the event any Indemnified Party should have a claim against the right to participate in, but not to assume the defense of, such Proceeding. The Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall, after becoming aware of such claim, deliver notice of such claim within thirty (30) days of becoming so aware to the Indemnifying Party, which notice shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, which consent shall specify in reasonable detail the basis for such claim, the facts pertaining thereto and, if known and quantifiable, the amount thereof; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party are materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days of its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be unreasonably withheldconclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party (not the Company Stockholder Representative) shall pay the amount of such liability to the Indemnified Party on demand in accordance with Section 9.04. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that they are obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party (not the Company Stockholder Representative) shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference.