Common use of Procedures Clause in Contracts

Procedures. (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) agrees to in respect of which indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly give prompt notice to the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section notice thereof and will provide the Indemnifying Party shall have the right to assume control of and defend, in the name of the Indemnified Party, any claim of which it has received such information notice, by giving 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 respect thereto that counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party may reasonably request. The failure to such Indemnified Party of its election so notify to assume the defense thereof, the Indemnifying Party shall not relieve be liable to such Indemnified Party under this Section 18.3 for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party of its obligations hereunderdefense thereof, except to the extent such failure set forth in Section 18.3(b). (b) The Indemnified Party shall have adversely prejudiced the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such 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. (bc) 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 entitled to participate in sought by the defense of any Claim asserted by any third party (“Third Indemnified Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofhereunder, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (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 released and fully indemnified hereunder, but shall obtain not agree to any other settlement or compromise without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement of such Third Party Claimor compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), if the settlement does not release the Indemnified Party from all liabilities and obligations 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 may not settle or compromise any such claim, suit or action without the prior written consent of the Indemnifying Party, which consent shall not be entitled unreasonably withheld and the Indemnifying party will have no obligation to participate in pay the defense monetary amount of any such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid settlement or compromise entered into by the Indemnified Party without the Indemnifying Party’s prior written consent. (d) Each party The Indemnifying Party shall cooperatepromptly notify the Indemnified Party if the Indemnifying Party desires not to assume, and cause their respective Affiliates to cooperate, or participate in the defense of, any third party claim, suit or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithaction. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “each, an "Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto 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 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 may reasonably request. The failure to so notify 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 of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Party from all liabilities and obligations with liability in 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 purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party seeking indemnification under Section 12.02 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced affected the Indemnifying Party. (b) a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party 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 counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (d) c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each . The 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 shall keep the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent fully informed of the value of the benefit (or, if less, the amount defense of any Third Party Claim conducted by such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) d. Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0210.02.

Procedures. (a) The party seeking indemnification under Section 12.02 Sections 9.08 or 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that it has acknowledged responsibility for the defense of such Claim; and provided further that The Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.0311.03, (i1) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii2) 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 pursuant to Sections 7.2 or 7.3 (the an “Indemnified Party”) agrees to shall give prompt notice to the party against from whom indemnity such indemnification is sought (the “Indemnifying Party”) of the assertion of any claimclaim or assessment, or the commencement of any action, suit, action audit or proceeding (“Claim”) proceeding, by a third party in respect of which indemnity may be sought under such Section hereunder (a “Third Party Claim”) and will provide give the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The , but no failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunder, any liability hereunder (except to the extent such failure the Indemnifying Party has suffered actual prejudice thereby). Notice may be given to any Frost Group Shareholder by giving notice to the Representative (defined below). The Indemnifying Party shall have adversely prejudiced the right, exercisable by written notice (the “Notice”) to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld. In the event that the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, the Indemnified Party may do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall be entitled in any event have the right to participate participate, at its own expense, in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control which the defense of, and appoint the lead counsel in connection with, the Retained Litigationother is defending. (c) If the The Indemnifying Party Party, if it shall assume the control of have assumed the defense of any Third Party Claim in accordance with the provisions terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party, to consent to the entry of this Section 12.03judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement, unless (i) the Indemnifying Third Party shall obtain Claim involves equitable or other non-monetary damages or (ii) in the prior written consent reasonable judgment of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any such settlement of such Third Party Claim, if the settlement does not release would have a continuing material adverse effect on the Indemnified Party from all liabilities and obligations Party, in which case such settlement only may be made 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 written consent of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Such cooperation shall include access during normal business hours afforded to the Indemnifying Party the extent of the value of the benefit (orrecords and information which are reasonably relevant to such Third Party Claim, if less, the amount and making employees available on a mutually convenient basis to provide additional information and explanation of any such loss previously paid by material provided hereunder, and the Indemnifying Party) to Party shall reimburse the Indemnified Party of that mitigation (less the Indemnified Party’s for all its reasonable costs of mitigation) within two Business Days after the benefit is receivedout-of-pocket expenses in connection therewith. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 2.6 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim 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 counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 A Party (the “"Indemnified Party”") agrees with respect to a Loss or claim or demand for indemnification by any Person against such Party (a "Third Party Claim") shall give prompt notice (the "Claim Notice") of such Loss, claim or demand to the party against Party from whom indemnity such Claim is sought made (the “"Indemnifying Party”") with reasonable promptness after the Indemnified Party's receipt of notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, the failure to give notice of a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for any and all Losses that may be incurred by the Indemnified Party as a result of a Third Party Claim pursuant to the terms of this Agreement, to the extent that such Losses are applicable only to civil economic losses as provided for by law, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and satisfactory to the Indemnified Party within 15 days of the receipt of the Claim Notice from the Indemnified Party in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that could impose criminal liability or indemnification and the Indemnified Party shall be entitled to defend any such Third Party Claim, at the Indemnifying Party's expense. The Indemnifying Party shall be responsible for the fees and expenses of the counsel retained by the Indemnified Party due to any failure of the Indemnifying Party to assume the defense of the Third Party Claim. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim during the Term or as provided in the first sentence of this Section 7.4 (b), then the Indemnified Party shall have the sole right to assume the defense of and 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 retain its own counsel 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 be expressly authorized in writing by the Indemnifying Party or (ii) the parties named in the Third Party Claim (including any Sued Party) include both the Indemnified Party and the Indemnifying Party and representation of both the Indemnifying Party by the Indemnifying Party's counsel could result in a conflict of interest with respect thereto that to such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense, at the reasonable request and expense of the Indemnifying Party, 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. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party of all liability related to such Third Party Claim, or (iii) impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such Direct Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to so notify deliver a notice of claim, however, will not release the Indemnifying Party shall from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure and will not relieve the Indemnifying Party of its obligations hereunder, except from any other obligation or liability that it may have to the extent such failure shall have adversely prejudiced Indemnified Party or pursuant to the terms of this Article VII. If the Indemnifying Party does not notify the Indemnified Party that it disputes its liability to the Indemnified Party under this Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such notice of claim shall be conclusively deemed to be the liability of the Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an obligation to indemnify but asserts that it should pay a lesser amount than is claimed by the Indemnified Party, the Indemnifying Party shall promptly pay such lesser amount to the Indemnified Party, without prejudice to or representing a waiver of the Indemnified Party's claim for any deficiency. (bd) The Indemnifying Party shall be entitled have no right to participate in the defense of assert or institute any Claim asserted action against any other Person before an action is instituted or a claim is made by any third party (“Third an Indemnified Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If against the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of under this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithAgreement. (e) Each Notwithstanding Section 9.8, each Indemnifying Party hereby consents to the non- exclusive jurisdiction of any court in respect of any Claim that the Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified a Third Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after Claim may have against the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement with respect to such action or the matters asserted therein and agrees that process may be served upon each Indemnifying Party in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaim anywhere. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 6.01 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section Section. Such notice shall set forth in reasonable detail such Third Party Claim and will provide the Indemnifying Party such basis for indemnification (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) Claim and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the alleged Damages resulting from such Third Party Claim as provided under this Article 6; and provided further that #90879273v29 any Third Party Claim relating to any alleged infringement, misappropriation or its Affiliates other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the direction of the Company Board so long as there is no conflict between the Company’s rights and interests and Pernix’s rights and interests; and in the case of any conflict, the Company shall assume control of such defense and Pernix shall be entitled to participate in the defense ofand employ separate counsel of its choice for such purpose, in which case the fees and appoint the lead expenses of such separate counsel in connection with, the Retained Litigationshall be borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Subsidiaries, or (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.036.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and or any of its Affiliates. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of such any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that the Indemnifying Party shall pay the reasonable fees and expenses of such separate counsel if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (eg) Each In the event an Indemnified Party must mitigate in accordance with applicable Law any loss has a claim for which such indemnity under Section 6.01 against an Indemnifying Party that does not involve a Third Party Claim, the #90879273v29 Indemnified Party seeks agrees to give prompt, written notice of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification under this Agreement(taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If such the Indemnifying Party does not notify the Indemnified Party mitigates within thirty (30) days following the receipt of a written notice with respect to any such claim that the Indemnifying Party disputes its loss after indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, timely disputed its indemnity obligation for any Damages payable under Section 12.02with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by binding arbitration pursuant to the terms set forth in ‎Section 8.07.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under Section 12.02 this Agreement (the an “Indemnified Party”) agrees with respect to give prompt notice any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall (i) notify the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion Third Party Claim within thirty (30) days of the date on which the Indemnified Party knows or should have known of the Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (a “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 basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend any such Third Party Claim, upon notice to the Indemnified Party within fifteen (15) days of receipt of a Claim Notice in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any claimThird Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), or the commencement Indemnified Party shall have the 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 separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any suitThird Party Claim, action the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the Indemnifying Party in such defense and, at no cost to the Indemnifying Party, make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or proceeding 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 Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (other than exceptions related to the size of the Business relative to the Retained Business) in such settlement agreement. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), then the Indemnified Party shall 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, in 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 good faith and have full control of such 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 sought hereunder, without the Indemnifying Party’s consent (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 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which indemnity may be sought under such Section the Indemnified Party knows of the Direct Claim, and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim 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 and shall not relieve the Indemnifying Party of its obligations hereunder, except from any other obligation or liability that it may have to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Indemnified Party shall be entitled or otherwise than pursuant to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) Article X. If the Indemnifying Party does not notify the Indemnified Party within thirty (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, such Direct Claim specified by the Indemnified Party in such Claim Notice shall assume the control be conclusively deemed a liability of the defense of any Third Indemnifying Party Claim in accordance with the provisions of this Section 12.03, (i) hereunder and the Indemnifying Party shall obtain pay the prior written consent amount of such liability to the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third on demand. If the Indemnifying Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect agrees that it has an indemnification obligation but asserts that it is obligated 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 counsel shall be paid pay a lesser amount than that claimed by the Indemnified Party. (d) Each party , the Indemnifying Party shall cooperatepay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Buyer and cause their respective Affiliates Seller hereby covenant and agree that, to cooperatethe extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in the defense or prosecution good faith to arrive at a resolution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithdisagreement. (e) Each Indemnified Party must mitigate Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or limitations otherwise set forth 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement Section 10.03 in respect of that loss, the Indemnified Third Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaims. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any Person desiring indemnification under Section 12.02 this Article VII and entitled thereto (the an “Indemnified Party”) agrees to shall, promptly upon becoming aware thereof, give prompt written notice thereof to the party against whom indemnity is sought Party obligated to indemnify such Indemnified Party (such notified Party, the “Indemnifying Responsible Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto ); provided that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such failure Indemnified Party shall have adversely prejudiced state the Indemnifying Partyamount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) The Indemnifying If a claim, action, suit or Proceeding by a Person other than a Party shall be entitled to participate in the defense of any Claim asserted by any third party hereto (a “Third Third-Party Claim”) andis made against any Indemnified Party, subject and if such Indemnified Party intends to seek indemnification with respect thereto under this Article VII, such Indemnified Party shall promptly notify the limitations set forth in this Section, shall be entitled to control the defense Responsible Party of such Third Party Claim and appoint lead counsel for such defense, in each case at its expenseclaims; provided that Limited Brands or the failure to so notify shall not relieve the Responsible Party of its Affiliates shall control obligations hereunder, except to the defense of, and appoint extent that the lead counsel in connection with, the Retained LitigationResponsible Party is actually prejudiced thereby. (c) With respect to any Third-Party Claim, the Responsible Party shall have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding the foregoing, the Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article VII, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, in connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or (iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnifying Indemnified Party shall assume assumes the control of the defense of any Third such Third-Party Claim in accordance with because the provisions Third-Party Claim meets one or more of this Section 12.03the Litigation Control Conditions, (i) the Indemnifying Indemnified Party shall obtain have the right to assume control of the defense of the Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, however, that the Indemnified Party shall not consent to an entry of judgment or settle such Third-Party Claim without the prior written consent of the Indemnified Party (Responsible Party, which shall not be unreasonably withheld. The Responsible Party shall, conditioned if it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or delayed) before entering into settle any settlement of such Third Third-Party Claim, if provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not release impose any non-monetary relief or future obligation on the Indemnified Party from all liabilities Party, and obligations with respect to such Third Party Claim or (iii) the settlement imposes injunctive does not contain any findings of fact or other equitable relief against an admission of liability of guilt on the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense part of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Any Indemnified Party shall cooperate, cooperate in all reasonable respects with the Responsible Party and cause their respective Affiliates to cooperate, its attorneys in the investigation, trial and defense or prosecution of any Third Third-Party Claim and any appeal arising therefrom and, at the expense of the Responsible Party, shall furnish or cause to be furnished such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) Each Indemnified . Such cooperation shall include access during normal business hours afforded to the Responsible 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 and its loss after the Indemnifying Party has paid agents and representatives to, and reasonable retention by the Indemnified Party under any indemnification provision of this Agreement in respect of that lossof, books, records and information which have been identified by the Indemnified Responsible Party must notify the Indemnifying as being reasonably relevant to such Third-Party Claim, and pay making employees available on a mutually convenient basis to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount provide additional information and explanation of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedmaterial provided hereunder. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Any party seeking indemnification under Section 12.02 Sections 8.02, 9.02, and 11.02 (the “Indemnified Party”) agrees to shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or Third Party Claim; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any liability or obligation hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying Party. (b) Party has been prejudiced thereby. The Indemnifying Party shall be entitled to may, and at the request of the Indemnified shall, participate in and control the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) . If the Indemnifying Party shall assume the assumes control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03Claim, (i) the Indemnifying Party shall obtain the prior written consent of not be liable under Sections 8.02, 9.02 and 11.02 for any settlement effected by the Indemnified Party (which without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim shall be at the Indemnified Party’s expense and shall not be unreasonably withheldeligible for indemnification from the Indemnifying Party, conditioned or delayed) before entering into any settlement of such Third Party Claim, if but the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Indemnifying Party shall be entitled to participate in be indemnified by the Indemnifying Party for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim. The party controlling the defense of such Third Party Claim and to employ separate counsel any third party suit, action or proceeding shall keep the other party advised of its choice for such purpose. The fees and expenses the status of such separate counsel action, suit or proceeding and the defense thereof and shall be paid consider in good faith recommendations made by the Indemnified Partyother party with respect thereto. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “each, an "Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto 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 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 may reasonably request. The failure to so notify 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 of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Party from all liabilities and obligations with liability in 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 purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party seeking indemnification under Section 12.02 9.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this SectionSection or Section 9.04, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control expense subject to the defense of, deductible and appoint the lead counsel maximum liability described in connection with, the Retained LitigationSection 9.02. (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 12.03or Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and 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. This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 9.02. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.029.02. In addition, each party agrees that it will not, and agrees to use its best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of the other party under this Article 9.

Procedures. (a) The party a Any Person seeking indemnification under Section 12.02 6.2 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, or an estimate of the commencement amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), 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; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any suitof its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense 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 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 failed to assume the defense 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 from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, 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 (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably request. The failure to so notify will give the Indemnifying Indemnified Party shall reasonable prior written notice of any such proposed settlement or compromise and will not relieve the Indemnifying Party of its obligations hereunder, except consent to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense entry of any Claim asserted by judgment or enter into any third party (“Third Party Claim”) and, subject settlement with respect to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third . The Indemnifying Party Claim, (if the settlement does not release the Indemnified Party from all liabilities and obligations is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred 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 counsel shall be paid by the Indemnified Partycooperation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person entitled to seek indemnification under Section 12.02 10.2 or Section 10.3 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2 or Section 10.3 the party Indemnified Party shall promptly (i) notify the Party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party may reasonably requestClaim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced (and then only to the extent) the Indemnifying PartyParty is prejudiced by such failure. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such defend a 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 accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (which shall not A) the Indemnified Party or any of its Affiliates would be unreasonably withheld, conditioned or delayed) before entering into required to pay any settlement monetary damages as a result of such Third compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party Claimor contains any sanction, if restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or Claim. If requested by the settlement imposes injunctive or other equitable relief against Indemnifying Party, the Indemnified Party agrees, at the sole cost and (ii) expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party 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 control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall be entitled bear its own costs and expenses with respect to participate in such participation; provided that notwithstanding the defense of such Third foregoing, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The fees shall pay the reasonable costs and expenses of such separate defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall be paid by have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (dc) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and shall furnish indicate the estimated amount, if reasonably practicable, of Damages that have been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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) available to the Indemnified Party on the terms and subject to the provisions of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Agreement. (fd) Each Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02in respect of such claim.

Procedures. (a) The party Any Person seeking indemnification under Section 12.02 6.2 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, or an estimate of the commencement amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), 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; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any suitof its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense 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 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 failed to assume the defense 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 from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, 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 (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably requestwill give the Indemnified Party 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 prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The failure Indemnifying Party (if the Indemnified Party is entitled to so notify indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party 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 subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, 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. (e) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not relieve be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 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. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, 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 its obligations hereunder, except a notice reasonably itemizing the amount of the Liability but only to the extent such failure shall have adversely prejudiced actually paid or suffered by the Indemnifying Indemnified Party. (bg) The Indemnifying In the event a Third Party Claim is brought in which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be entitled deemed joint) or in which the entitlement to participate indemnification under this Section 6 has not been determined, the Partnership and the Contributor shall cooperate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the joint defense of such Third Party Claim and appoint lead counsel for shall offer to each other such defense, assistance as may reasonably be requested in each case at its expense; provided that Limited Brands or its Affiliates shall control order to ensure the defense of, proper and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the adequate defense of any Third Party Claim in accordance with such matter. Such joint defense shall be under the provisions general management and supervision of this Section 12.03the party which is expected to bear the greater share of the liability, (i) unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement . Any uninsured costs of such Third Party Claimjoint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, that, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 it is determined that one party was 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossSection 6, the Indemnified Party must notify other party shall reimburse the Indemnifying Party and pay party entitled to the Indemnifying Party the extent indemnification for all of the value of the benefit (or, if less, the amount of any its costs incurred in connection with such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receiveddefense. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 this Article 10 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Section section. Such notice shall set forth in reasonable detail the facts and will provide circumstances of such Third-Party Claim and the Indemnifying Party such basis for indemnification in respect thereof (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely has prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this SectionSection 10.03, shall be entitled have the right, upon written notice to control the Indemnified Party, to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not so elect to assume the defense of such Third Third-Party Claim and appoint lead counsel for such defenseClaim, in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the sole right to assume the defense of, and appoint of such Third-Party Claim. If the lead counsel in connection withIndemnifying Party assumes the defense of such Third-Party Claim, the Retained LitigationIndemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) in the reasonable judgment of the Indemnified Party’s counsel, the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party shall assume assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement Claim, (B) imposes injunctive or other injunctive, equitable relief against or any obligation on the Indemnified Party and (ii) or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party shall will be entitled to participate in the defense fully indemnified hereunder, (C) involves a finding or admission of such Third Party Claim and to employ separate counsel wrongdoing or violation of its choice for such purpose. The fees and expenses of such separate counsel shall be paid Applicable Law by the Indemnified Party, (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Each party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each In the event an Indemnified Party must mitigate in accordance with applicable Law any loss has a claim for which such Indemnified Party seeks indemnification indemnity under this Agreement. If such Indemnified Party mitigates its loss after Article 10 against the Indemnifying Party has paid the Indemnified that does not involve a Third-Party under any indemnification provision of this Agreement in respect of that lossClaim (a “Direct Claim”), the Indemnified Party must agrees to give prompt notice thereof in writing to the Indemnifying Party. Such notice shall set forth in reasonable detail the facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party and pay to shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by failure shall have prejudiced the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party To the extent anything in this Section 10.03 is inconsistent with Section 8.01(e), the provisions of Section 8.01(e) shall use reasonable efforts govern with respect to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02Tax Contest.

Procedures. (a) The party seeking indemnification under Section 12.02 8.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure shall have adversely prejudiced the Indemnifying Partyto provide timely notice. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Indemnified Party shall obtain the prior written consent of the Indemnified Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such any Claim asserted by any third party (“Third Party Claim, if the settlement does not release ”) for which the Indemnified Party will seek indemnification from all liabilities and obligations with respect to such Third the Indemnifying 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 counsel shall be paid by the Indemnified Partyhereunder. (dc) Each party Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (fd) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.028.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 9.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in 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 any Claim asserted by any third party (“the Third Party Claim”) and, subject Claim (such election to be without prejudice to the limitations set forth in right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this SectionARTICLE IX), then the Indemnifying Party shall be entitled have the right to control the defense of 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 accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified 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 shall control Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party 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 control, any defense ofor settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to 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 accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 9.4(c), and obligations the Indemnifying Party shall bear its own costs and expenses 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 counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any 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 thirty (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 shall furnish will indicate the estimated amount, if reasonably practicable, of damages that has been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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) available to the Indemnified Party on the terms and subject to the provisions of that mitigation this Agreement. Copies of each Notice of Claim Dispute shall be sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in such Notice of Claim Dispute within twenty (less the Indemnified Party’s reasonable costs of mitigation20) within two Business Days days after the benefit date the Notice of Claim Dispute is received. delivered to Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to such objection (f) Each Indemnified Party a “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged be deemed to be responsibleas resolved therein. If they are unable to resolve the objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such Notice of Claim Dispute, for any Damages payable under then Contributors and Contributee shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 12.029.5.

Procedures. (a) The party seeking indemnification under Section 12.02 15.2 ---------- (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under Section 15.2; provided that the failure to give such Section and will provide notice shall not limit the Indemnifying Party such information with respect thereto Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party may reasonably requestis materially prejudiced thereby. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume control of the defense of any such suit, action or proceeding and the Indemnified Party may participate in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch suit, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case action or proceeding at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the . The Indemnifying Party shall assume the control of the defense not be liable under Section 15.2 for any settlement effected without its consent of any Third claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to settlement shall not be unreasonably withheld or delayed. In any such suit, action or proceeding, the Indemnified Party Claim in accordance with shall have the provisions right to retain its own counsel, but the fees and expenses of this Section 12.03, such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldhas agreed to pay such fees and expenses, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Indemnifying Party shall be entitled has failed to participate in assume the defense of such Third suit, action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party Claim and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of its choice for the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such purposesuit, action or proceeding on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for the fees and expenses of such more than one separate counsel shall be paid by firm of attorneys (in addition to any local counsel) at any time for all the Indemnified PartyParties. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any indemnification of GWI, GWI Affiliates, ---------- Supplier or Supplier Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under Section 12.02 this Agreement (the “an "Indemnified Party”") agrees to shall give prompt written notice to the party against whom indemnity is sought Person obligated to indemnify it (the “an "Indemnifying Party”") of the assertion with reasonable promptness upon becoming aware of any claim, claim or other facts upon which a claim for indemnification will be based; the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party notice shall set forth such information with respect thereto that 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 126 cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party may in connection therewith at the Indemnifying Party's expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably request. The failure satisfactory to so notify the Indemnified Party, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except be liable to the extent such failure shall have adversely prejudiced Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnifying Party. (b) Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be entitled to participate in the defense of liable for any Claim asserted by any third party (“Third Party Claim”) andclaim settled without its consent, subject to the limitations set forth in this Section, which consent shall not be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands unreasonably withheld or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the delayed. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldprior to ceasing to defend, conditioned settling or delayed) before entering into otherwise disposing of any settlement of such Third Party Claim, claim if the settlement does not release as a result thereof the Indemnified Party from all liabilities and obligations with respect would become subject to such Third Party Claim or the settlement imposes injunctive or other equitable relief against or if the Indemnified Party and (ii) the Indemnified Party shall be entitled may reasonably object to participate in the defense such disposition of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by claim based on a continuing adverse effect on the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 If any Party (the “Indemnified Party”) agrees receives notice of any Third Party Claim for which the other Party has an obligation to give prompt notice to the party against whom indemnity is sought indemnify (the “Indemnifying Party”) of ), the assertion of any claimIndemnified Party shall, or the commencement of any suitas promptly as is reasonably possible, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide give the Indemnifying Party notice of such information with respect thereto Third Party Claim; provided, however, that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party give such notice promptly shall not only relieve the Indemnifying Party of its obligations hereunder, except any indemnification obligation it may have hereunder to the extent such failure shall have adversely prejudiced diminishes the ability of the Indemnifying Party. (b) Party to respond to or to defend against such Third Party Claim. The Indemnifying Party and the Indemnified Party shall be entitled consult and cooperate with each other regarding the response to participate in and the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify, be entitled to and shall assume the control defense or represent the interests of the defense Indemnified Party (or any other applicable indemnified parties) in respect of any such Third Party Claim Claim, that shall include the right to select and direct legal counsel and other consultants to appear in accordance with proceedings on behalf of the provisions Indemnified Party (or any other applicable indemnified parties) and to propose, accept or reject offers of this Section 12.03settlement, all at its sole cost; provided, however, that no such settlement that requires any payment or action by or admits wrongdoing of the Indemnified Party (ior any other applicable indemnified parties) the Indemnifying Party shall obtain be made without the prior written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release . Nothing herein shall prevent the Indemnified Party from all liabilities retaining its own counsel and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party participating in its own defense at its own cost 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 counsel shall be paid by the Indemnified Partyexpense. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. The Adimab Indemnitees or Mersana Indemnitees, as the case may be, will (a) The party seeking indemnification under Section 12.02 (provide the “Indemnified Party”) agrees to give indemnifying Party with prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Third Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure Claim giving rise to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations an indemnification obligation hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying permit the indemnifying Party shall be entitled to participate assume full responsibility to investigate, prepare for and defend against any such Third Party Claim, (c) provide reasonable assistance in the defense of such claim at the indemnifying Party’s reasonable expense, and (d) not compromise or settling such Third Party Claim without the indemnifying Party’s advance written consent; provided, however, that no delay on the part of the indemnified Party in notifying the indemnifying Party shall relieve the indemnifying Party from any Claim asserted by any third party obligation hereunder unless (“and then only to the extent that) the indemnifying Party is actually prejudiced thereby. Notwithstanding the foregoing, if the indemnifying Party does assume control of the defense of the Third Party Claim”) and, subject the indemnifying Party will not agree to the limitations set forth in this Section, shall be entitled to control the defense any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control unconditional release of the defense of indemnified Party from all liability with respect thereto or that imposes any Third liability or obligation on the indemnified Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall indemnified Party. If the Parties cannot be unreasonably withheldagree as to the application of the foregoing Sections 10.1 and 10.2, conditioned or delayed) before entering into any settlement each may conduct separate defenses of such the Third Party Claim, if and each Party reserves the settlement does not release right to claim indemnity from the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 ARTICLE 10 upon the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent resolution of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified underlying Third Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaim. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 10.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in 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 any Claim asserted by any third party (“the Third Party Claim”) and, subject Claim (such election to be without prejudice to the limitations set forth in right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this SectionArticle X), then the Indemnifying Party shall be entitled have the right to control the defense of 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 accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified 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 shall control Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party 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 control, any defense ofor settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of 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 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 accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 10.3(c), and obligations the Indemnifying Party shall bear its own costs and expenses 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 counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any 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 shall furnish will indicate the estimated amount, if reasonably practicable, of Damages that has been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five 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 furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewithavailable to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Each Indemnified Party must mitigate in accordance with applicable Law Any indemnification payment made pursuant to this Agreement shall be net of any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has insurance proceeds realized by and paid to the Indemnified Party under any indemnification provision of this Agreement in respect of that losssuch claim, the Indemnified Party must notify the Indemnifying Party and 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) Loss shall take into account any net Tax benefits attributable to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedcircumstance or event giving rise to such Loss. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt 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 party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII 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 that is exclusively for civil monetary damages at Law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not relieve be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party of its obligations hereunderor (iv) involves a material customer, except to supplier or distributor, and the extent such failure Indemnified Party shall have adversely prejudiced the right to defend, at the expense of the Indemnifying Party. (b) , any such Third-Party Claim. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party 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 7.4(b), then 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, then the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Claim asserted 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 any third party the Indemnifying Party or (“Third Party Claim”ii) and, subject the named parties to the limitations set forth in this Section, shall be entitled to control the defense of such Third Third-Party Claim (including any impleaded parties) include both the Indemnified Party and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofIndemnifying Party, and appoint the lead Indemnified Party reasonably determines that representation by counsel in connection with, to the Retained Litigation. (c) Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party shall assume the control of assumes the defense of any Third Third-Party Claim in accordance Claim, then the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions 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 this Section 12.03any Third-Party Claim, (i) then the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned or delayed) before entering enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Third-Party ClaimClaim if such settlement, if the 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 liabilities and obligations with liability in respect to of such Third Third-Party Claim or the settlement (iii) imposes injunctive equitable remedies or other equitable relief against any obligation on the Indemnified Party and (ii) 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 Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder 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. (e) The Indemnifying Party shall not 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 counsel shall require that any action be paid made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (df) Each party shall cooperateNotwithstanding the provisions of Section 9.9, and cause their respective Affiliates each Indemnifying Party hereby consents to cooperate, in the defense or prosecution nonexclusive jurisdiction of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested court in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement an Action in respect of that loss, the a Third-Party Claim is brought against any Indemnified Party must notify for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party and pay with respect 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedclaim anywhere. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto 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 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 may reasonably request. The failure to so notify 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 of its obligations hereunder, under this Agreement except to the extent such failure shall have adversely prejudiced that the Indemnifying Party is prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liabilities and obligations with liability in 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 purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) If any third party shall assert any claim against a GHS, The party seeking Learning Annex or a Shareholder, as the case may be, which, if successful, would entitle the such person to indemnification under Section 12.02 12(a) or (b), as the case may be, such person (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt a notice of such claim to the party against from whom indemnity is sought it intends to seek indemnification (the “"INDEMNIFYING PARTY") and the Indemnified Party shall have the right to assume the defense. If the Indemnified Party does assume such defense, the Indemnifying Party”) of Person shall indemnify and hold the assertion Indemnified Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any claim, settlement or the commencement judgment of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section claim and will provide the Indemnifying Party such information Person may not claim that it does not have an indemnification obligation with respect thereto that the Indemnifying Party may reasonably requestthereto. The failure to so notify In addition, the Indemnifying Party shall not relieve have the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled right to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case claim at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, which case (i) the Indemnified Party shall cooperate in providing information to and consulting with the Indemnifying Party shall obtain about the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party claim; and (ii) the Indemnified Party shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Party does not assume the defense of any such claim, the Indemnifying Party may defend against or settle such claim in such manner and on such terms as it in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be entitled to participate indemnification 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate respect thereof 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 Section 12(a) or (b), as the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedcase may be. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 6 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim 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 counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto 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 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 may reasonably request. The failure to so notify 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 of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liabilities and obligations with liability in 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 purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 11, (“Indemnified Claims”), will be subject to the following terms and conditions: 11.3.1 The party claiming a right to indemnification hereunder (“Indemnified Person”) will give prompt written notice to the indemnifying party (“Indemnifying Person”) of any Indemnified Claim, stating its nature, basis and amount, to the extent known. Each such notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document. 11.3.2 With respect to any Indemnified Claim: (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that Person will defend or settle the Indemnified Claim, subject to provisions of this subsection, (b) the Indemnified Person will, at the Indemnifying Party may reasonably request. The failure Person’s sole cost and expense, cooperate in the defense by providing access to so notify witnesses and evidence available to it, (c) the Indemnifying Party shall not relieve Indemnified Person will have the Indemnifying Party of right to participate in any defense at its obligations hereunder, except own cost and expense to the extent such failure shall have adversely that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofPerson, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (ie) the Indemnifying Party shall obtain Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the prior defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified PartyPerson. (d) 11.3.3 Each party shall cooperatewill cooperate with, and cause their respective Affiliates comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to cooperate, in minimize the defense or prosecution scope of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithIndemnified Claim. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 10.02 or Section 10.03 (the “"Indemnified Party”") agrees to give prompt notice written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“"Third Party Claim”") and, subject to the limitations set forth in this SectionSection or Section 10.03, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control expense subject to the defense ofdeductible and maximum liability described in Section 10.02 and Section 10.03, and appoint the lead counsel in connection with, the Retained Litigationas applicable. (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 12.03or Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers) and shall provide access to properties and individuals as reasonably requested and 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. This cooperation shall be provided without cost or expense other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 10.02 and Section 10.03, as applicable. (e) Each Indemnified Party must mitigate in accordance Other than with applicable Law any loss for respect to liabilities relating to matters covered by Section 7.07(a) (which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after shall be governed solely by Section 7.07), if the Indemnifying Party has paid is required to indemnify the Indemnified Party with respect to any Claim or assumes the defense of any Third Party Claim under Section 10.02 or Section 10.03, the Indemnifying Party shall have the right, in good faith, to determine all matters relating to the utilization of any indemnification provision insurance policy of any Transferred Company in connection with the Claim or Third Party Claim and shall be entitled to control all decisions relating to such claims under such insurance policies as if it were the named insured thereunder; provided, however, that notwithstanding anything in this Agreement in respect of that loss10.04(e) to the contrary, the Indemnified Party must notify shall entitled to indemnification pursuant to the provisions of Section 10.02 or Section 10.03 regardless of whether a claim under such insurance policies is pursued and regardless of whether any proceeds from such claim are collected. Buyer and Parent agree to cooperate and take all reasonable actions necessary to implement the intent of the provisions set forth in this clause (e), and each Indemnified Party further agrees that it will not take any action that is inconsistent with the provisions of this clause (e) and will refrain from taking any action or doing anything that would undermine the insurance benefits available to Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid as contemplated by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Section 10.04(e). (f) Each Indemnified Party To the extent that the procedures set forth in this Section 10.04 conflict with the procedures set forth in Section 10.03, the procedures set forth in Section 10.03 shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02govern.

Procedures. (a) The party An Indemnified Party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to Sections 9.1 or 9.2 shall give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) Party of the assertion of any claim that does not involve an Action or Proceeding brought by a third party (a “Third Party Proceeding”). The notice shall describe in reasonable detail the nature of the claim, contain an estimate of the amount of Losses attributable to the claim to the extent feasible and state the basis of the request for indemnification under this Agreement. (b) If an Indemnified Party receives notice of a Third Party Proceeding for which the Indemnified Party intends to assert an indemnification claim under Sections 9.1 or 9.2 against the commencement Indemnifying Party, then the Indemnified Party shall give notice of any suit, action or such proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide to the Indemnifying Party within ten (10) days after receipt of written notice thereof from such information with respect thereto third party, or sooner, to the extent a reply is required before that under the Third Party Proceeding, in which case, the Indemnified Party shall give notice of such proceeding to the Indemnifying Party within the initial one third (1/3) of the term available under the applicable rules to respond to such Third Party Proceeding. Upon acknowledgement of the Indemnifying Party’s obligation to indemnify an Indemnified Party hereunder, the Indemnifying Party may reasonably requestassume the defense of any such Third Party Proceeding by notice to the Indemnified Party no later than five (5) Business Days prior to the date by which an answer or other response to the Third Party Proceeding is required to be made. The Any failure by either party to so notify give the Indemnifying Party shall requisite notice within the time specified in this Section 9.3(b) will not relieve the Indemnifying Party of its obligations hereunder, the obligation to indemnify the Indemnified Party or the obligation of the Indemnified Party to allow the Indemnifying Party to defend pursuant to this Section 9.3(b) except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in that the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to Proceeding is materially prejudiced by the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigationdelay. (c) If the Indemnifying Party shall assumes the defense of a Third Party Proceeding pursuant to Section 9.3(b), then the Indemnifying Party may defend and conduct any proceedings or negotiations in connection with the Third Party Proceeding, take all other required steps or proceedings to settle or defend any Third Party Proceeding, and employ counsel of its choice to contest such Third Party Proceeding in the name of the Indemnified Party or otherwise. (d) If the Indemnifying Party does not assume the control defense of (having been given a proper opportunity to do so), or if after so assuming the Indemnifying Party fails to defend, any Third Party Proceeding, then the Indemnified Party may defend against such Third Party Proceeding in a manner reasonably appropriate and the Indemnified Party may settle such Third Party Proceeding on such terms as are reasonable in the circumstances and the costs and expense of such defense shall be Losses subject to indemnification; provided, however, that in no event shall the Indemnifying Party settle, or agree to any other resolution of, any Third Party Proceeding without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditions or delayed, if such settlement or other resolution is binding on the Indemnified Party. (e) The Indemnified Party shall have the right to participate in the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into Proceeding related to any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 indemnified Losses where the defense of such Third Party Claim has been and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause continues 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. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid assumed by the Indemnifying Party) to the Indemnified Party of that mitigation (less , at the Indemnified Party’s reasonable sole cost and expense and the costs and expenses of mitigation) within two Business Days after the benefit is receivedthat participation shall not be Losses subject to indemnification. (f) Each Indemnified Party Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Proceedings shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under governed exclusively by Section 12.027.2(h) (and not this Section 9.3).

Procedures. (a) The 9.3.1 A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees that intends to give prompt notice to claim indemnification under this Section shall promptly notify the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion in writing of any claim, or the commencement claim of any suit, action or proceeding a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) in respect of which indemnity may be sought under such Section and will provide by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such information claim with respect thereto that counsel selected by it, provided the Indemnifying Party may reasonably requestgives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. The failure If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party shall not relieve Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of its obligations hereundersuch claim at any time prior to settlement, except to compromise or final determination thereof if and only if such assumption would not prejudice the extent defense of such failure shall have adversely prejudiced claim or the Indemnifying rights of the Indemnified Party. (b) The 9.3.2 In the event an Indemnifying Party shall be entitled to participate in has assumed the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party Claim claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to employ separate counsel the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its choice for such purpose. The fees continued business activities and expenses which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such separate counsel shall be paid by claim, in form and substance reasonably satisfactory to the Indemnified Party. (d) Each party shall cooperate9.3.4 Notwithstanding anything to the contrary contained herein, and cause their respective Affiliates with respect to cooperate, in the defense or prosecution of any a Third Party Claim and shall furnish or cause claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing 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. (e) Each settle but an 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 elects not to settle, then the Indemnifying Party has paid shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent as of the value date of the benefit (or, if less, the amount such offer of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedsettlement. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 4.7 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim 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 counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “each, an "Indemnified Party”") agrees to shall give prompt written notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto 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 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 may reasonably request. The failure to so notify 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 of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liabilities and obligations with liability in 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 purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The A party seeking indemnification under Section 12.02 pursuant to Sections 7.2 or 7.3 (the an “Indemnified Party”) agrees to shall give prompt notice to the party against from whom indemnity such indemnification is sought (the “Indemnifying Party”) of the assertion of any claimclaim or assessment, or the commencement of any action, suit, action audit or proceeding (“Claim”) proceeding, by a third party in respect of which indemnity may be sought under such Section hereunder (a “Third Party Claim”) and will provide give the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The failure Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so notify elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not relieve be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of its obligations hereunderthe Third Party Claim within such thirty (30) day period, except to the extent such failure Indemnified Party shall have adversely prejudiced the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall be entitled in any event have the right to participate participate, at its own expense, in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control which the defense of, and appoint the lead counsel in connection with, the Retained Litigationother is defending. (c) If the The Indemnifying Party Party, if it shall assume the control of have assumed the defense of any Third Party Claim in accordance with the provisions terms hereof, shall have the right, upon five (5) days prior written notice to the Indemnified Party, to consent to the entry of this Section 12.03judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party agrees that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement unless (i) the Indemnifying Third Party shall obtain Claim involves equitable or other non-monetary damages or (ii) in the prior reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party’s business (including any material impairment of its relationships with customers and suppliers), in which case such settlement only may be made with the written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Such cooperation shall include access during normal business hours afforded to the Indemnifying Party the extent of the value of the benefit (orrecords and information which are reasonably relevant to such Third Party Claim, if less, the amount and making employees available on a mutually convenient basis to provide additional information and explanation of any such loss previously paid by material provided hereunder, and the Indemnifying Party) to Party shall reimburse the Indemnified Party of that mitigation (less the Indemnified Party’s for all its reasonable costs of mitigation) within two Business Days after the benefit is receivedout-of-pocket expenses in connection therewith. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 In order for a JD Finance Indemnified Party or a JD Group Indemnified Party (the each, an “Indemnified Party”) agrees to give prompt 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 JD Group or JD Finance, as the party against whom indemnity is sought case may be, (the “Indemnifying Party”) ), promptly after receipt by such Indemnified Party of written notice of the assertion Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of any claim, or computation of the commencement amount of any suit, action or proceeding such claim (“Claim”if known) in respect of which indemnity may be sought under and such Section and will provide the Indemnifying Party such other information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XII, except to the extent that the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to 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 at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, 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 Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall 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. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereundersettle, except to the extent compromise or discharge such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Third-Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned unless such settlement, compromise or delayed) before entering into any settlement discharge of such Third Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and 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. (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 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 settlement does 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 XII except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party from all liabilities shall reasonably cooperate and obligations assist the Indemnifying Party in determining the validity of any 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 such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperatematters, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such recordseach case, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid reasonably required by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 this Article IX (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request9.2. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this SectionArticle IX, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.039.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the Claim unless such settlement does not includes an unconditional release the of such Indemnified Party from all liabilities and obligations with respect to liability arising out of such Third Party Claim or Claim, provides solely for monetary relief to be satisfied by the settlement imposes injunctive or other equitable relief against Indemnifying Party and would not reasonably be expected to have an adverse effect on the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that if the Indemnified Party would be entitled to indemnification hereunder, the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice in reasonable detail to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Except as otherwise provided in Section 11.02(c), the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this SectionSection 11.03(c), shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 For the Indemnifying Party has paid the Indemnified Party under any indemnification provision avoidance of this Agreement in respect of that lossdoubt, the Indemnified Party must notify parties acknowledge and agree that the Indemnifying Party and pay provisions of Section 11.03(a) through (d) above shall apply to the Indemnifying Party the extent any suit, action or proceeding relating to any Excluded Liability, including without limitation those items identified in Item 5 of the value of the benefit (orAnnex E; PROVIDED, if lesshowever, the amount of any such loss previously paid by the Indemnifying Partythat Buyer shall not be required to give notice pursuant to Section 11.03(a) to the Indemnified Party of Seller with respect to any Excluded Liabilities that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedare identified on Schedule 3.08(a). (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The parties hereto agree promptly to notify the ---------- other party seeking indemnification under Section 12.02 (of the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) making of any demand, the assertion of any claimClaim, or the commencement of any suit, action or proceeding (“Claim”) in respect of by any third party for which indemnity may be sought under such Section and will provide this Agreement (an "Indemnity Obligation") prior to expending or committing to expend funds for which indemnity may be sought. The party from whom indemnification is sought (the "Indemnifying Party") shall have the right, but not the obligation, to assume the defense or settlement of any Indemnity Obligation of which the party seeking indemnification (the "Indemnified Party") gives notice; provided, however, that if the Indemnifying Party does not elect to assume such information with respect thereto that defense or settlement, the Indemnified Party shall have the right, but not the obligation, to assume such defense or settlement but shall not thereby waive any right to indemnity therefor by the Indemnifying Party may reasonably request. The failure pursuant to so notify this Agreement, and the Indemnifying Party shall not relieve at all times have the Indemnifying Party of right, at its obligations hereunderoption and expense, except to participate fully therein. Each party shall have reasonable access to the extent such failure books, records and personnel in the possession or control of the other party which are pertinent to the defense or settlement of any Indemnity Obligation. The parties shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate cooperate in the defense or settlement of any Claim asserted by any third Indemnity Obligation, but the party (“Third Party Claim”) and, subject electing to assume such defense or settlement shall have full authority to determine all action to be taken with respect thereto and the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control terms of the defense of any Third Party Claim in accordance with settlement; provided, however, that without the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which Party, no settlement shall not be unreasonably withheld, conditioned or delayed) before entering entered into any settlement of such Third Party Claim, if the settlement that does not include as an unconditional term thereof the giving by the Person asserting such Claims of an unconditional release of the Indemnified Party from all liabilities and obligations personal liability with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Claim. 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 join the Indemnifying Party has paid the Indemnified Party under in any indemnification provision suit, action or proceeding to which any such right of indemnity created by this Agreement in respect would or might apply, for the purpose of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of enforcing any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedright. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under Section 10.1 will be asserted and resolved as follows: (a) The party Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under Section 12.02 10.1 (the an “Indemnified Party”) agrees with respect to give prompt notice any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.1 will (i) promptly notify the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion Third Party Claim (and in any event within 15 days of any claimthe date on which the Indemnified Party knows of the Third Party Claim), or the commencement of any suit, action or proceeding and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide as promptly as practicable transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such information claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and an estimate of any Damages suffered with respect thereto that (if reasonably determinable). Notwithstanding the Indemnifying Party may reasonably request. The foregoing, the delay or failure to so notify give the Indemnifying Party shall notice provided in this Section 10.2(a) will not relieve the Indemnifying Party of its obligations hereunderunder this Article X, except to the extent such failure shall have adversely Indemnifying Party is actually prejudiced the Indemnifying Partyby such delay or failure. (b) Subject to the remainder of this Section 10.2(b), the Indemnifying Party will have the right to defend the Indemnified Party against such Third Party Claim. The Indemnifying Party shall be entitled to participate will promptly notify the Indemnified Party (and in the defense of any event within 15 days after having received any Claim asserted by any third party (“Notice) with respect to whether or not it is exercising its right to defend the Indemnified Party against such Third Party Claim”) and, subject Claim to the limitations set forth in this Section, shall be entitled extent the Indemnifying Party is permitted to control assume the defense of such Third Party Claim pursuant to the terms hereof. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (which such election shall serve as a waiver and appoint lead preclude the Indemnifying Party from disputing whether such claim is an indemnifiable Damage under this Article X), then the Indemnifying Party will have the right to defend such Third Party Claim with counsel for such defenseselected by the Indemnifying Party which counsel must be reasonably acceptable to the Indemnified Party (provided that ▇▇▇▇▇ Day is deemed acceptable if Parent is the Indemnifying Party and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP is deemed acceptable if Purchaser is the Indemnifying Party), in each case all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party subject to and in accordance with this Section 10.2(b). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (x) the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its expenseoutside counsel, is material to the Indemnified Party and cannot be separated from any related claim for money damages (provided that 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 relating to money damages), or (y) such Third Party Claim relates to or arises in connection with a criminal proceeding. Subject to the foregoing, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that neither the Indemnified Party nor the Indemnifying Party will enter into any settlement agreement without the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent will not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim of all Indemnified Parties affected by the Third Party Claim, (ii) the settlement does not involve any non de-minimis non-monetary relief, (iii) the settlement agreement does not contain any admission of fault or misconduct and (iv) the full amount of the Damages related to such Third Party Claim are paid by the Indemnifying Party or its Affiliates or a third party (other than an insurer of Purchaser or its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.2(b), and the Indemnified Party will bear its own costs and expenses with respect to such participation; provided that Limited Brands the Indemnified Party shall be entitled to reimbursement for the reasonable fees and expenses of its own legal counsel if (A) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or its Affiliates shall control (B) the defense of, Indemnifying Party and appoint the lead counsel in connection with, Indemnified Party are parties to or the Retained Litigationsubjects of such Third Party Claims and potential conflicts of interest exist between the Indemnified Party and the Indemnifying Party as advised by outside counsel. (c) If the Indemnifying Party shall assume does not notify the control Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.2(b) within 30 days after receipt of any Claim Notice (or notifies the Indemnified Party within such time period that it elects not to defend the Indemnified Party) or fails to prosecute the defense of diligently after notice and failure to cure, then the Indemnified Party shall have the right to defend itself against the applicable Third Party Claim, 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, in all appropriate proceedings, which proceedings will be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party will have the right to defend any such Third Party Claim in accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which shall consent will not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 10.2(c), and obligations the Indemnifying Party will bear its own costs and expenses 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 counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperateIf requested by a Party, the other Party agrees, at the sole cost and cause their respective Affiliates expense of the requesting Party, to cooperate, reasonably cooperate with the requesting Party and its counsel in the defense or prosecution of contesting any Third Party Claim and shall furnish or cause Claim, including providing reasonable access to be furnished such documents, records, information and testimony, and attend such personnel for conferences, discovery discovery, proceedings, hearings, trials or appeals, appeals as may be reasonably requested in connection therewithby the requesting Party. (e) Each Indemnified A claim for indemnification for any matter not involving a Third Party must mitigate in accordance with applicable Law any loss for which such Indemnified Claim will be asserted by notice to the Party seeks from whom indemnification under this Agreement. If such Indemnified Party mitigates its loss is sought as promptly as practicable after the Indemnifying Party has paid date on which the Indemnified Party under any indemnification provision knows or reasonably should have known of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay facts giving rise to the Indemnifying Party claim for indemnification, which notice will describe in reasonable detail the extent nature of the value claim and the basis of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s request for indemnification under this Agreement and will include, to the extent estimable, a reasonable costs estimate of mitigationthe Damages suffered with respect thereto (if reasonably determinable). Notwithstanding the foregoing, the delay or failure to give the notice provided in this Section 10.2(e) within two Business Days after will not relieve the benefit Indemnifying Party of its obligations under this Article X, except to the extent such Indemnifying Party is receivedactually prejudiced by such delay or failure. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The In order for a party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt 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 notice thereof to the party against whom indemnity is sought Stockholder Representative, on behalf of the Stockholders, or to the Acquiror, as applicable (the “Indemnifying Party”) ), with reasonable promptness after receipt by such Indemnified Party of written notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice, however, shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article VII except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation, and upon demonstration (reasonably satisfactory to the Indemnified Party) of its financial capacity, to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to participate in assume the defense of any Claim asserted by any third party (“Third thereof. If the Indemnifying Party Claim”) and, subject does not expressly elect to the limitations set forth in this Section, shall be entitled to control assume the defense of such Third Party Claim within the time period and appoint lead counsel for such defenseotherwise in accordance with the first sentence of this Section 7.4(b), in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the sole right to assume the defense of, of and appoint the lead counsel in connection with, the Retained Litigation. (c) to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall assume have the control right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (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 that one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party or (iii) the Indemnifying Party is not defending such Third Party Claim in good faith. If the Indemnifying Party assumes the defense of any Third Party Claim in accordance Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions 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 this Section 12.03any Third Party Claim, (i) the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned or delayed) before entering enter into any settlement or compromise or consent to the entry of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 settlement imposes injunctive claimant or other equitable relief against plaintiff of the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate from all liability in the defense 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 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 employ separate counsel the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within ten Business Days after receipt of its choice for such purpose. The fees and expenses notice of such separate counsel Losses, from the date such Losses have been notified to the Indemnifying Party, at the rate of interest of 5% per annum. (d) The Indemnifying Party shall not be paid entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (de) Each party shall cooperate, and cause their respective Affiliates to cooperate, in In the defense or prosecution of event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim and shall furnish being asserted against or cause sought 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. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which collected from such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossParty, the Indemnified Party must notify shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party and pay from any of its obligations under this Article VII except to the extent that the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any is materially prejudiced by such loss previously paid by failure and shall not relieve the Indemnifying Party) Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 10 Business Days following its receipt of such notice that mitigation (less the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s reasonable costs of mitigation) within two Business Days after claim for the benefit is receiveddifference. (f) Each Notwithstanding the provisions of Section 8.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party shall use reasonable efforts for purposes of any claim that an Indemnified Party may have under this Agreement with respect to collect any amounts available under insurance coverage, such Action or from any other Person the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to be responsible, for any Damages payable under Section 12.02such claim anywhere.

Procedures. (a) The party seeking indemnification under Section 12.02 12.01 (including by reason of an alleged breach of a covenant contained in Section 7.07 or Section 7.08) (the “"Indemnified Party”") agrees to shall give prompt notice in reasonable detail to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claimits claim for indemnity, or including the commencement of any suit, action Action or proceeding (“Claim”) Proceeding by any third party in respect of which indemnity may be sought under such Section ("Third Party Claim"), and will provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in will notify the defense of any Claim asserted by any third party (“Third Indemnified Party Claim”) and, subject as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the limitations set forth Indemnified Party with respect to the claim described in this Sectiona notice delivered pursuant to Section 12.02 and/or whether the Indemnifying Party desires, shall be entitled at its sole cost and expense, to control defend the defense of such Indemnified Party against a Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigationdescribed therein. (c) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to a Third Party Claim pursuant to this Section 12.02, then the Indemnifying Party shall be entitled to assume the control of the defense or settlement of any such Third Party Claim in accordance with the provisions of this Section 12.0312.02, and if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in defending or settling the Third Party Claim the defense or settlement of which the Indemnifying Party elects to control (i) including by furnishing or causing to be furnished such records, information and testimony, and attending such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, and, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-claim against any Person; provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not provide for full indemnity of and/or release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the or any of its Affiliates. The Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ may retain separate counsel of its choice for such purposeto represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 12.02. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates If the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to cooperate, in the defense or prosecution of any Indemnified Party with respect to such Third Party Claim and shall furnish if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 12.02 or cause to be furnished such records, information and testimonyof the Indemnifying Party's participation therein at the Indemnified Party's request, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection therewithwith such litigation to the extent such dispute is resolved in favor of the Indemnified Party. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.02, and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (e) Each In the event any Indemnified Party must mitigate should assert a claim for indemnity under Section 12.01 (including by reason of an alleged breach of covenant contained in accordance with applicable Law Section 7.07 or Section 7.08) against any loss for which such Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party notifies the Indemnified Party seeks indemnification pursuant to paragraph (b) above that it does not dispute the claim for indemnity described in such notice or fails to dispute such claim within the Dispute Period, the Damages arising from the claim specified in such notice will be conclusively deemed a liability of the Indemnifying Party under this AgreementSection 12.01 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand following the final determination thereof, but only to the extent it is liable therefor under Section 12.01. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in timely disputed its liability with respect of that lossto such claim, the Indemnified Party must notify the Indemnifying Party and 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 will proceed in good faith to negotiate a resolution of that mitigation such dispute, and if not resolved through negotiations within ninety (less the Indemnified Party’s reasonable costs 90) days, such dispute shall be resolved by litigation in a court of mitigation) within two Business Days after the benefit is receivedcompetent jurisdiction. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 9.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third-Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party(ies) obligated to the party against whom indemnity is sought indemnify (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third-Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third-Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in 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 any the Third-Party Claim asserted by any third party (“Third Party Claim”) and, subject such election to be without prejudice to the limitations set forth in right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under this SectionArticle IX), then the Indemnifying Party shall have the right to defend such Third-Party Claim with counsel selected by the Indemnifying Party (who shall be entitled reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control the defense of such Third Party Claim defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified 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 shall control or impact it in any financial manner. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party 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 control, any defense ofor settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party shall assume does not notify the control of the defense of any Third Indemnified Party Claim in accordance with the provisions of this Section 12.03, (i) that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall obtain have the prior written consent of right to 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 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 good faith and have full control of such 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 sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 9.4(c), and obligations the Indemnifying Party shall bear its own costs and expenses 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 counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperateAny 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 60 days after the Indemnified Party becomes fully 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 cause their respective Affiliates will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 5 Business Days within which to cooperaterespond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such period, the Indemnifying Party will be deemed to have rejected such claim, in which event the defense or prosecution of any Third Indemnified Party Claim and shall furnish or cause will be free to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewithavailable to the Indemnified Party subject to the provisions of this Agreement. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks Any indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of payment made pursuant to this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay shall take into account any Tax benefits attributable to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any circumstance or event giving rise to such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedLoss. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt 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 party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto as 71 (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 that is exclusively for civil monetary damages at Law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party or (iv) involves a material customer, supplier or distributor, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party 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 7.4(b), then 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, then the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized 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. If the Indemnifying Party assumes the defense of any Third-Party Claim, then 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 Third-Party Claim, then 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. 72 (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 Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party of its obligations hereunder, except from any other obligation or liability that it may have to the extent Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such failure lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder 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 adversely prejudiced been notified to the Indemnifying Party. (be) The Indemnifying Party shall not be entitled to participate in require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the defense Indemnified Party. (f) Notwithstanding the provisions of Section 9.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim asserted is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. Section 7.5 Remedies Not Affected by any third party (“Third Party Claim”) andInvestigation, Disclosure or Knowledge. If the transactions contemplated hereby are consummated, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection withAgreement, the Retained Litigation. (c) If Buyer expressly reserves the Indemnifying Party shall assume the control right to seek indemnity or other remedy for any Losses arising out of or relating to any breach of any representation, warranty, agreement or covenant contained herein, notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of the defense Buyer or any of its Representatives in respect of any Third Party Claim in accordance with fact or circumstance that reveals the provisions occurrence of this Section 12.03any such breach, (i) whether before or after the Indemnifying Party shall obtain the prior written consent execution and delivery hereof. In furtherance of the Indemnified Party (which foregoing, the Seller agrees that as knowledge or lack of reliance shall not be unreasonably withhelda defense in law or equity to any claim of breach of representation, conditioned warranty or delayed) before entering into covenant by the Seller herein, the Seller shall not in any settlement proceeding concerning a breach or alleged breach of such Third Party Claimany representation, if warranty or covenant herein, or any indemnity thereof, seek information concerning knowledge or reliance of the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim Buyer 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 any of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperateRepresentatives, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferencesthrough deposition, discovery proceedings, hearings, trials or appeals, as may be reasonably requested otherwise or seek to introduce evidence or argument in connection therewith. (e) 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 proceeding regarding the Indemnifying Party has paid the Indemnified Party under any indemnification provision knowledge or lack of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent reliance of the value Buyer or any of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.73

Procedures. (a) The party seeking indemnification under Section 12.02 (In the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) event of the assertion a breach of a representation, warranty or covenant of VARTA contained in this Agreement, Strategic Partner or German Limited shall, within a reasonable period, notify VARTA of any claimbreach, or the commencement of any suitand, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent then feasible, describe its claim in reasonable detail and set forth the estimated amount of such failure claim. Notwithstanding the foregoing sentence, Strategic Partner shall have adversely prejudiced not be required to give notice of such a breach until Strategic Partner has the Indemnifying Partyright to make a claim pursuant to the limitation in Section 8.1. (b) The Indemnifying Party shall be entitled to participate in the defense of If a claim for indemnification under Section 8.1 is asserted against VARTA arising from any Claim asserted demand, claim, action, suit, proceeding or investigation by or before any court, arbitrator, governmental authority or other third party (“Third Party Claim”a "THIRD PARTY CLAIM") andagainst Strategic Partner or the Consumer Group ("CLAIM ADDRESSEE"), subject to the limitations set forth in this Section, shall be entitled to control VARTA may assume the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control . If VARTA assumes the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 defense shall be entitled conducted in accordance with VARTA's instructions and by counsel chosen by VARTA approved by the Claim Addressee, which approval shall not be unreasonably withheld. The Claim Addressee shall retain the right to employ its own counsel and participate in the defense of such Third Party Claim and at its own expense if (i) in the written opinion of counsel to employ separate the Claim Addressee reasonably satisfactory to VARTA, use of counsel of its VARTA's choice would be expected to give rise to a conflict of interest, or (ii) VARTA shall not have employed counsel to represent the Claim Addressee within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, or (iii) the amount at issue is likely to exceed the amount of VARTA's indemnification obligation under this Article 8. Notwithstanding the foregoing provisions of this Section 8.3 (b), VARTA shall not be entitled to settle any Third Party Claim for which indemnification is sought under Section 8.1 without Claim Addressee's prior written consent unless such purposesettlement provides that the Claim Addressee is released from all liability with respect to such Third Party Claim and such settlement does not impose any remedy other than the payment of money and does not require the Claim Addressee to admit any wrong doing. The fees Strategic Partner and expenses of such separate counsel shall be paid by the Indemnified Party. German Limited shall, at their own expense, reasonably cooperate (d) Each party shall cooperate, and cause their respective Affiliates German Limited and the Consumer Group to reasonably cooperate, ) with VARTA in the defense or prosecution of any Third Party Claim Claim, provide VARTA's representatives access, during normal business hours, to all relevant business records and shall furnish documents and permit VARTA and its representatives to consult with the directors, employees and representatives of Strategic Partner, its group or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, the Consumer Group (as the case may be reasonably requested in connection therewithbe). (ec) Each Indemnified Party must mitigate in accordance The failure of Strategic Partner or German Limited to comply with applicable Law any loss for which such Indemnified Party seeks indemnification their obligations under this Agreement. If such Indemnified Party mitigates Section 8.3 shall not release VARTA from its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossrespective remedy obligation hereunder, the Indemnified Party must notify the Indemnifying Party except (i) if (and pay to the Indemnifying Party extent that) that VARTA proves that it is prejudiced by such failure or (ii) in the extent event of the value of the benefit (orStrategic Partner's or German Limited's deliberate or gross failure to comply with such obligations, if less, the amount of any unless Strategic Partner or German Limited proves that VARTA is not prejudiced by such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedfailure. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 10.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party Panty shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to assume the control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation.expense.j (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 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent written'consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party 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 counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0210.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 0 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under 0, the Indemnified Party shall promptly: (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to 0 above (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim; and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is materially prejudiced by such delay or omission. (b) The Indemnifying Party may elect to defend the Indemnified Party against such Third Party Claim; except that if Seller is the Indemnifying Party, then Seller shall be entitled not have the right to participate in defend or direct the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim that (i) is asserted directly or by or on behalf of a Person that is a supplier or a customer of an Acquired Company, or (ii) seeks an injunction or other equity relief against any Buyer Indemnified Party. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, 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 accordance with this 0. The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement or consent to the entry of judgment without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required if: (i) the settlement agreement contains a complete and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding; and (ii) the settlement agreement does not contain any consideration other than the payment of money which the Indemnifying Party agrees to pay. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its Affiliates 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 control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this 0, and the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party shall have the right, exercisable in its sole discretion, to assume control of the defense ofof any Third Party Claim if (i) the Indemnifying Party advises such Indemnified Party in writing that the Indemnifying Party does not elect to defend, settle or compromise such Claim, or (ii) the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that the Indemnifying Party elects to undertake the defense thereof on behalf of and for the account and risk, and appoint at the lead counsel in connection withexpense, of the Retained LitigationIndemnifying Party. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to 0, then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified 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 accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this 0, and obligations the Indemnifying Party shall bear its own costs and expenses 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 counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any 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 thirty (30) days after the Indemnified Party becomes aware of the events that gave rise to such Direct Claim; provided, that failure to provide timely notice shall not affect the Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay or omission. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail and shall furnish will indicate the estimated amount, if reasonably practicable, of Losses that has been or cause 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 (5) Business Day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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) available to the Indemnified Party on the terms and subject to the provisions of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Agreement. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto 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 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 may reasonably request. The failure to so notify 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 of its obligations hereunder, under this Agreement except to the extent such failure shall have adversely prejudiced that the Indemnifying Party is prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Party from all liabilities and obligations with liability in 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 purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party seeking indemnification under Section 12.02 (the “Promptly after receipt by an Indemnified Party”) agrees to give prompt Party of notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding (“Claim”) by a person not a party to this Agreement in respect of which indemnity may be sought under such Section and the Indemnified Party will seek indemnification hereunder (a "Third Party Action"), the Indemnified Party will notify the party required to provide indemnification (the "Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Party") in writing, but any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderit from any liability that it may have under this Section 11.3, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume is prejudiced by the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the failure to give such notice. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 Action and to assume control of such defense (including settlement thereof) with counsel reasonably acceptable to such Indemnified Party; provided however, that: (i) the Indemnified Party shall be permitted to participation the defense of such Third Party Action and to employ separate counsel of as its choice for such purpose. The fees and own expense (which shall not constitute legal expenses subject to indemnification) to assist in the handling of such separate counsel Third Party Action; (ii) the Indemnifying Party shall be paid by obtain the prior written approval of the Indemnified Party before settlement of or ceasing to defend such Third Party Action, if such action would adversely affect the Indemnified Party. ; (diii) Each party no Indemnifying Party shall cooperate, and cause their respective Affiliates consent to cooperate, in the entry of any judgment or enter into any settlement that does not include the unconditional release of each Indemnified Party from all liability under such Third Party Action; (iv) the Indemnifying Party shall not be entitled to control the defense or prosecution of any Third Party Claim Action unless it has confirmed in writing its assumption of such defense and shall furnish or cause continues to be furnished such records, information defend same reasonably and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. good faith; (ev) 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 the Indemnifying Party's assumption of the defense of such Third Party has paid Action hereunder, the Indemnifying Party shall not be responsible for any legal expenses of the Indemnified Party under and the Indemnified Party will not admit any indemnification provision liability, settle, compromise or discharge the claim underlying such Third Party Action without the Indemnifying Party's prior written consent; (vi) if the Indemnifying Party does not assume the defense of this Agreement in respect of that losssuch Third Part Action, the Indemnified Party must notify shall have the right to defend and/or settle same in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party; (vii) the Indemnifying Party and 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 will promptly reimburse the Indemnified Party in cash, check or wire transfer periodically upon receipt of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedan invoice therefor with supporting documentation. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. All claims by any Indemnified Party shall be asserted and resolved in accordance with the following provisions. If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party (aa "Third Party Claim"), the Indemnified Party shall with reasonable promptness (but in no event later than ten (10) The party seeking indemnification under Section 12.02 (days after the “Third Party Claim is so asserted or sought against the Indemnified Party”) agrees notify in writing the Indemnifying Party of such Third Party Claim enclosing a copy of all pages served and stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give prompt such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the party Indemnifying Party as set forth above, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any governmental authority, so as to enable the Third Party Claim to be defended against whom indemnity is sought (or resolved without expense or other action by the “Indemnified Party. Upon request of the Indemnifying Party”) of , the assertion of any claimIndemnified Party shall, or to the commencement of any suit, action or proceeding (“Claim”) extent it may legally do so and to the extent that it is compensated in respect of which indemnity may be sought under such Section and will provide advance by the Indemnifying Party for any costs and expenses thereby incurred: (i) take such information with respect thereto that action as the Indemnifying Party may reasonably request. The failure to so notify request in connection with such action, (ii) allow the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent dispute such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate action in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain the prior written consent name of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect conduct a defense 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 action on behalf of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (eiii) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay render to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any all such loss previously paid by assistance as the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedmay reasonably request in connection with such dispute and defense. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 9.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.039.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must shall mitigate in accordance with applicable Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s 's reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0211.02.

Procedures. (a) The party Any Person seeking indemnification under this Section 12.02 5 (the “Indemnified PartyPerson”) agrees to shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying PartyPerson”) of the assertion of any claim, or Third Party Claim; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Person in respect of which indemnity may be sought under such Section and will provide notifying the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party Person shall not relieve the Indemnifying Party Person of its obligations any Liability or obligation hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyPerson has been irreparably prejudiced thereby. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject If an Indemnified Person gives notice to the limitations set forth in this Section, shall be entitled Indemnifying Person pursuant to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (cSection 5.3(a) If the Indemnifying Party shall assume the control of the defense assertion of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such a Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 Indemnifying Person shall be entitled to participate in the defense of such Third Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to employ separate counsel provide reasonable assurance to the Indemnified Person of its choice for financial capacity to defend such purpose. The fees Third Party Claim and expenses provide indemnification with respect to such Third Party Claim), to assume the defense of such separate Third Party Claim with counsel shall satisfactory to the Indemnified Person. If the Indemnifying Person assumes the defense of a Third Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third Party Claims may be paid effected by the Indemnifying Person without the Indemnified Party. Person’s written consent unless (dA) Each party there is no finding or admission of any violation of Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall cooperate, and cause their respective Affiliates have no liability with respect to cooperate, in any compromise or settlement of such Third Party Claims effected without its written consent. If notice is given to an Indemnifying Person of the defense or prosecution assertion of any Third Party Claim and shall furnish the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third Party Claim, the Indemnifying Person will be bound by any determination made in such Third Party Claim or cause any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to be furnished indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such recordsThird Party Claim. (d) Notwithstanding the provisions of Section 6.2, information Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any member of the Purchaser Group for purposes of any claim that a member of the Purchaser Group may have under this Agreement with respect to such Proceeding or the matters alleged therein and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as agree that process may be reasonably requested served on Seller with respect to such a claim anywhere in connection therewiththe world. (e) Each Indemnified With respect to any Third Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks Claim subject to indemnification under this Agreement. If such Section 5: (i) both the Indemnified Party mitigates its loss after Person and the Indemnifying Party has paid Person, as the Indemnified Party under any indemnification provision of this Agreement in respect of that losscase may be, shall keep the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent other Person fully informed of the value status of such Third Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the benefit parties agree (or, if less, each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the amount proper and adequate defense of any such loss previously paid by the Indemnifying Party) to the Indemnified Third Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaim. (f) Each Indemnified With respect to any Third Party shall Claim subject to indemnification under this Section 5, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use reasonable efforts its best efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to collect avoid production of confidential information (consistent with applicable Law and rules of procedure), and (ii) all communications between any amounts available under insurance coverageparty hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or from any other Person alleged to be responsible, work-product privilege. (g) A claim for indemnification for any Damages payable under Section 12.02matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to assume the control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party 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 counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0211.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person entitled to seek indemnification under Section 12.02 10.2 or Section 10.3 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2 or Section 10.3 the party Indemnified Party shall promptly (i) notify the Party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party may reasonably requestClaim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced (and then only to the extent) the Indemnifying PartyParty is prejudiced by such failure. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such defend a 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 accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (which shall not A) the Indemnified Party or any of its Affiliates would be unreasonably withheld, conditioned or delayed) before entering into required to pay any settlement monetary damages as a result of such Third compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party Claimor contains any sanction, if restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or Claim. If requested by the settlement imposes injunctive or other equitable relief against Indemnifying Party, the Indemnified Party agrees, at the sole cost and (ii) expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party 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 control, any defense or settlement of any Third Party Claim controlled by the Ind emnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall be entitled bear its own costs and expenses with respect to participate in such participation; provided that notwithstanding the defense of such Third foregoing, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The fees shall pay the reasonable costs and expenses of such separate defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall be paid by have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (dc) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and shall furnish indicate the estimated amount, if reasonably practicable, of Damages that have been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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) available to the Indemnified Party on the terms and subject to the provisions of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Agreement. (fd) Each Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02in respect of such claim.

Procedures. (ai) The party seeking indemnification under Section 12.02 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Indemnified Party’s failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (bii) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (ciii) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party 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 counsel shall be paid by the Indemnified Party. (div) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 this Article VIII (the “Indemnified Party”) agrees to give prompt notice (the “Notice of Claim”) to the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) by a third party in respect of which indemnity may be sought under such Section and will provide this Article VIII describing in reasonable detail the Indemnifying facts giving rise to any claim of indemnification hereunder; provided, however, that no delay on the part of the Indemnified Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any liability or obligation hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying Party clearly demonstrates that the defense of any third party suit, action or proceeding has been materially prejudiced by the Indemnified Party’s failure to give such notice. (b) The Indemnifying Party shall be entitled If such Notice of Claim relates to participate in the defense of any Claim asserted a suit, action or proceeding by any a third party (a “Third Party Claim”) and), subject the Indemnifying Party may upon written notice given to the limitations set forth in this SectionIndemnified Party within thirty (30) days of the receipt by the Indemnifying Party of such Notice of Claim, shall be entitled to assume control of the defense of such Third action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party Claim does not so assume control of such defense or if the Indemnifying Party fails to give reasonable written assurance to the Indemnified Party of the Indemnifying Party’s financial capacity to defend and/or provide indemnification as required hereby, the Indemnified Party shall have the right to control such defense. The party not controlling such defense may participate therein at its own expense. The Indemnified Party shall not be liable for expenses incurred after the Indemnifying Party assumes the defense of a third party claim as set forth herein; provided, however, that (i) if in the reasonable opinion of counsel for the Indemnified Party, the Indemnifying Party assumes control of such defense and appoint lead counsel there exists a conflict of interest between the interests of the Indemnified Party and those of the Indemnifying Party with respect to such claim, or (ii) if the Indemnifying Party shall fail to assume responsibility for such defense, the Indemnified Party may retain counsel satisfactory to it and the reasonable fees and expenses of counsel to the Indemnified Party shall be considered Losses for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, in each case the event that the Buyer reasonably determines that a third party claim would materially adversely affect the Buyer’s ability to conduct the Business after the Closing Date (including, for example, if the Buyer reasonably determines, in connection with any such third party claim, that the Buyer’s ability to conduct a material portion of the Business may be enjoined), then the Buyer may, by written notice to the Seller, assume the exclusive right to control, defend, compromise, or settle such claim and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. In all such cases, the Indemnifying Party will have the right to participate, at its Indemnifying Party’s expense; provided that Limited Brands or its Affiliates shall control , in the defense ofor settlement of such claim with counsel reasonably satisfactory to the Buyer. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and appoint the lead counsel defense thereof and shall consider in connection withgood faith recommendations made by the other party with respect thereto. In any circumstance in which the Indemnified Party assumes the defense of any claim, the Retained LitigationIndemnifying Party shall only be responsible for the costs and expenses of one counsel representing the interests of the Indemnified Party. (c) If the The Indemnifying Party shall assume the control of the defense not agree to any settlement of any Third Party Claim in accordance with the provisions of this Section 12.03action, (i) the Indemnifying Party shall obtain suit or proceeding without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering into . For purposes hereof, the Indemnified Party’s withholding of its consent to any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete irrevocable release from all liabilities and obligations with liability in respect to such Third Party Claim claim or litigation or which requires action (or limits action) other than the settlement imposes injunctive or other equitable relief against payment of money by the Indemnified Party and (ii) the Indemnified Indemnifying Party shall be entitled deemed 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 counsel shall be paid by the Indemnified Partyreasonable. (d) Each party In the event that an Indemnified Party seeks indemnification for Losses pursuant to this Article VIII, the procedures in this subsection (d) shall cooperatealso apply. Within ninety (90) days after delivery of a Notice of Claim, and cause their respective Affiliates the Indemnifying Party shall provide to cooperatethe Indemnified Party a written response (the “Response Notice”) in which the Indemnifying Party must either: (i) agree that some or all of the Losses claimed should be indemnified and, in the defense or prosecution case of any Third Losses claimed and not so agreed to, contest such claimed amount, or (ii) contest all of the Losses claimed. The Indemnifying Party Claim and may contest such claimed amount of Losses only based upon a good faith belief that all or such portion of such claimed amount does not constitute Losses for which the Indemnified Party is entitled to indemnification hereunder. If no such Response Notice is delivered by the Indemnifying Party within such ninety (90)-day period, the Indemnifying Party shall furnish be deemed to have agreed that all of the claimed amount should be indemnified. Any such amount agreed to, or cause so deemed to be furnished such recordsagreed to, information and testimony, and attend such conferences, discovery proceedings, hearings, trials by the Indemnifying Party pursuant to clause (i) or appeals, (ii) of this subsection (d) or otherwise pursuant to this Agreement being referred to herein as may be reasonably requested in connection therewithan “Agreed Amount.” (e) Each If the Indemnifying Party in the Response Notice contests all or part of the claimed amount (thereupon, the “Contested Amount”), the Indemnifying Party and the Indemnified Party must mitigate 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 agreement shall be prepared and signed by both 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 make such payments in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under the terms of this Agreement. If no such Indemnified Party mitigates its loss agreement can be reached after good faith negotiation within thirty (30) days of the delivery of the Indemnifying Party has paid Response Notice (or such longer period as the Indemnified Party under any indemnification provision and Indemnifying Party may mutually agree), the matter shall be settled in accordance with the dispute resolution provisions of Section 10.11 of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedAgreement. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party Party seeking indemnification under Section 12.02 ARTICLE VIII (the “Indemnified Party”) agrees to give prompt notice of its Claim to the party against whom indemnity is sought (the “Indemnifying Party”) ), stating in reasonable detail the nature of the assertion inaccuracy or breach or other claim (including identification of any claimthe provisions of this Agreement alleged to have been breached or inaccurate or under which a claim is being made), or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty or to the extent the survival periods stated herein have lapsed. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) at its expense, and, subject to the limitations set forth in this SectionSection 7.3, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands the Indemnifying Party shall not be entitled to control any Third Party Claim (i) that involves injunctive relief or its Affiliates shall control criminal liability; or (ii) that could have a material impact on the defense of, and appoint the lead counsel in connection with, the Retained LitigationCompanies’ future business or prospects. (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 12.037.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim other than those notices and documents separately addressed to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) . Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification ARTICLE 11.2.1 Promptly after the receipt by any Person entitled to indemnity hereunder of notice under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion this paragraph 11.2, of any third party claim, or the commencement of any suit, action or proceeding (“a "Third Party Claim”"), such Person (the "Aggrieved Party") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information will, if a claim for indemnification with respect thereto that is to be made against any party obligated to provide indemnification pursuant to Article 11 (the "Indemnifying Party"), give such Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense written notice of such Third Party Claim and appoint lead counsel for shall permit the Indemnifying Party to assume the defense of any such Third Party Claim, and, upon such assumption, shall cooperate fully with the Indemnifying Party in the conduct of such defense; provided, however, that any failure to provide such notice shall not constitute a waiver of the Indemnifying Party's indemnity obligations hereunder except to the extent the Indemnifying Party is actually prejudiced in each case at its expense; provided that Limited Brands or its Affiliates defense of a Third Party Claim against the Aggrieved Party. The Indemnifying Party shall have the right, within 12 business days of receipt of notice thereof, to assume and control the defense ofand settlement of such Third Party Claim at the Indemnifying Party's sole cost and expense [and with counsel reasonably satisfactory to the Aggrieved Party]; provided, and appoint the lead counsel in connection withhowever, the Retained Litigation. (c) If that the Indemnifying Party shall will not have the right to assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) that seeks criminal penalties. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Aggrieved Party may participate in, but not control, at its expense, the defense of such Third Party Claim. The Indemnifying Party shall obtain not, in the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement defense of such Third Party Claim, if consent to entry of any judgment, except with the settlement written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release the Indemnified Party from all liabilities liability in respect of such Third Party Claim. All awards and obligations costs payable by a third party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. ARTICLE 11.2.2 If the Indemnifying Party shall not assume the defense of any such Third Party Claim, the Aggrieved Party may defend and settle such Third Party Claim in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded (subject to the applicable limitation set forth in Section 11.3) in such Third Party Claim less the Minimum Loss to the extent not incurred already by the Aggrieved Party, or shall deliver to the Aggrieved Party a surety bond in form and substance reasonably satisfactory to the Aggrieved Party in such amount, the Aggrieved Party may settle such Third Party Claim on such terms as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, legal or otherwise, incurred by the Aggrieved Party in connection with the defense against or settlement of such Third Party Claim minus the Minimum Loss to the extent not incurred already by the Aggrieved Party. If no settlement of such Third Party Claim is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such Third Party Claim and of all expenses, legal or otherwise, incurred by the settlement imposes injunctive or other equitable relief against the Indemnified Aggrieved Party and (ii) the Indemnified Party shall be entitled to participate in the defense of against such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel Claim. ARTICLE 11.2.3 If there shall be paid by any conflicts between the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision provisions of this Agreement in respect of that lossSection 11.2 and Section 7.7.3 (relating to Tax contests), the Indemnified Party must notify the Indemnifying Party and pay provisions of Section 7.7.3 shall control with respect 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.Tax contests. ARTICLE

Procedures. (a) The In order for a Person to be entitled to any indemnification provided for under this ARTICLE X in respect of, arising out of or involving a claim made by any Person against the indemnified party seeking indemnification under Section 12.02 (a “Third-Party Claim”), such indemnified party must notify the “Indemnified Party”indemnifying party (which in the case of Sellers, shall be Sellers’ Representative) agrees in writing of the Third-Party Claim promptly after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party notification shall not relieve affect the Indemnifying Party of its obligations hereunder, indemnification provided hereunder except to the extent such failure the indemnifying party shall have adversely been actually and materially prejudiced the Indemnifying Partyas a result of such failure. (b) The Indemnifying If a Third-Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) thereof and, subject if it so chooses, to assume the limitations set forth in this Sectiondefense thereof with counsel selected by the indemnifying party; provided, however, that the indemnifying party shall not be entitled to control assume the defense of any Third-Party Claim if (i) the indemnified party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the indemnifying party, and, in the reasonable opinion of the indemnified party, counsel for the indemnifying party could not adequately represent the interests of the indemnified party because such interests could be in conflict with those of the indemnifying party, (ii) such Third-Party Claim involves injunctive or other non-monetary relief (provided, however, that if such Third-Party Claim includes a request for injunctive or other non-monetary relief, the indemnifying party may assume the defense of such Third Third-Party Claim so long as the indemnified party has joint control of the defense of the portion of such Third-Party Claim relating to the request for injunctive or other non-monetary relief) or (iii) the indemnifying party shall not have assumed the defense of such Third-Party Claim in a timely fashion (but in any event within 30 days of written notice of such Third-Party Claim). If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third-Party Claim, the indemnifying party shall keep the indemnified party reasonably apprised of the status of the Third-Party Claim and appoint lead counsel for such defenseshall furnish the indemnified party with copies of all notices and documents (including court papers) received by the indemnifying party relating to the Third-Party Claim, and the indemnified party shall use its commercially reasonable efforts to cooperate (at the indemnifying party’s sole cost and expense) in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofor prosecution thereof. If the indemnifying party assumes the defense of a Third-Party Claim, the indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnified party’s prior written consent; provided, however, that the indemnified party shall agree to any settlement, compromise or discharge of a Third-Party Claim that the indemnifying party may recommend and appoint that by its terms obligates the lead counsel indemnifying party to pay the full amount of the liability in connection withwith such Third-Party Claim, which releases the Retained Litigationindemnified party completely and unconditionally from all liability in connection with such Third-Party Claim and that would not otherwise adversely affect the indemnified party. (c) In the event any indemnified party should have a claim against any indemnifying party under this ARTICLE X that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party may make such claim directly against any indemnifying party by delivering written notice of such claim to the indemnifying party. If the Indemnifying Party indemnifying party does not notify the indemnified party within 10 Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under this ARTICLE X, such claim specified by the indemnified party in such notice shall assume the control be conclusively deemed a liability of the defense indemnifying party under this ARTICLE X and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any Third Party Claim notice in accordance with which the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent amount of the Indemnified Party claim (which shall not be unreasonably withheldor any portion thereof) is estimated, conditioned or delayed) before entering into any settlement on such later date when the amount of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to claim (or such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (iiportion thereof) 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 counsel shall be paid by the Indemnified Partybecomes finally determined. (d) Each party No Person shall cooperate, and cause their respective Affiliates be entitled to cooperateindemnification under Section 10.3 or Section 10.4 unless it shall have given the Party from which indemnity is sought written notice of the Liabilities for which it seeks indemnification (which notice may be, in the defense or prosecution case of any Third Third-Party Claim and shall furnish or cause to be furnished such recordsClaims, information and testimonynotice under Section 10.6(a), and attend such conferencesin the case of direct claims, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification notice under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigationSection 10.6(c)) within two Business Days after the benefit is receivedapplicable Survival Period. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Any party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion or commencement of any claim, or the commencement of any suitaction, action suit or proceeding by any third party alleging facts that if proven true would constitute a misrepresentation or breach of warranty by the Company or with respect to any Ancillary Agreement, the Company (a “Third Party Claim”) ); provided that no delay on the part of the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, any liability or obligation hereunder except to the extent such failure shall have adversely prejudiced that the Indemnifying Party. (b) Party has been prejudiced thereby. The Indemnifying Party shall be entitled to may, and at the request of the Indemnified Party shall, participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to and control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with at its own expense. If the provisions Indemnifying Party assumes control of this Section 12.03the defense of a Third Party Claim, (i) the Indemnifying Party shall obtain the prior written consent of not be liable under Section 12.03 for any settlement effected by the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into without its consent of any settlement of such Third Party Claim. Notwithstanding the foregoing, if the settlement does not release Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party from all liabilities and obligations with respect to such later determines in good faith that a Third Party Claim is likely to materially adversely affect it or the settlement imposes injunctive or other equitable relief against its business in a manner that may not be adequately compensated by money damages, then the Indemnified Party and (ii) may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim and for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim shall be entitled to participate in at the Indemnifying Party’s expense. The party controlling the defense of such Third Party Claim and to employ separate counsel any third party suit, action or proceeding shall keep the other party advised of its choice for such purpose. The fees and expenses the status of such separate counsel action, suit or proceeding and the defense thereof and shall be paid consider in good faith recommendations made by the Indemnified Partyother party with respect thereto. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt in respect of, arising out of, or involving a Third Party Claim shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought Securityholder Representative, on behalf of the Selling Shareholders, or to the applicable Supporting Shareholder, as applicable (the “Indemnifying Party”) ), with reasonable promptness after receipt by such Indemnified Party of notice of the assertion of any claimThird Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. For the avoidance of doubt, in each case where the Indemnifying Party is, collectively, the Selling Shareholders, all references to such Indemnifying Party in this Section 9.4 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Securityholder Representative acting on behalf of such Indemnifying Party. The failure to deliver a Claim Notice, or any delay in providing such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period. (b) The Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim, and the Indemnified Party shall have the sole right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party, for the avoidance of doubt, shall be liable for the fees and expenses of counsel employed by the Indemnified Party, as well as any other fees and expenses incurred in connection with defending such Third Party Claim, regardless of the outcome of any Third Party Claim (i.e., regardless as to whether or not the Indemnified Party is able to prevail on the merits of such Third Party Claim and regardless of whether or not the Indemnified Party obtains a final judgment that it is entitled to indemnification from the Indemnifying Party with respect to such Third Party Claim, the Indemnifying Party’s obligation to pay the fees and expense of counsel, as well as other fees and expenses incurred in defense of such Third Party Claim, shall be deemed a “Loss” and subject to indemnification hereunder), unless the Indemnifying Party can show with clear and convincing evidence that such defense was conducted in bad faith, in which case, the Indemnifying Party shall not be responsible for such fees and expenses that were the result of or attributable to such bad faith. The Indemnified Party shall have the right, in its sole discretion, to settle any Third Party Claim; provided, however, that if the Indemnified Party settles a Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably conditioned, withheld or delayed), the Indemnifying Party may still contest the validity and amount of the obligation the Indemnifying Party owes to the Indemnified Party pursuant to this Agreement and the settlement shall not be deemed dispositive of the validity or amount of any such obligation. The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. (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 Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent (and only to the extent) that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article IX. Following the delivery of a Claim Notice to the Securityholder Representative, subject to any solicitor-client privilege or contractual or implied obligation of confidentiality of Parent or its obligations hereunderAffiliates, except the Securityholder Representative and its Representatives shall be given reasonable access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Company Group and reasonable access to such failure shall have adversely prejudiced personnel or Representatives of the Indemnifying Party. (b) The Indemnifying Party shall be entitled Company Group and Parent upon not less than one Business Day’s advance written notice and during the normal hours of operation for Parent and/or the Company Group, including to participate the individuals responsible for the matters that are the subject of the Claim Notice, as they may reasonably require the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) Notice. If the Indemnifying Party does not notify the Indemnified Party within 20 Business 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, such Direct Claim specified by the Indemnified Party in such Claim Notice shall assume the control be conclusively deemed a liability of the defense of any Third Indemnifying Party Claim in accordance with the provisions of this Section 12.03, (i) hereunder and the Indemnifying Party shall obtain pay the prior written consent amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If no agreement can be reached after good faith negotiation between the parties, either Parent or the Securityholder Representative may initiate formal legal action with the Court to resolve such dispute. Any final, non-appealable decision of the Court as to the validity and amount of any claim in such Claim Notice shall be binding and conclusive upon the parties to this Agreement. (d) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund, if applicable) or the Indemnifying Party (which to the extent the Indemnity Escrow Fund has been depleted or claims for Losses exceed the amounts held in the Indemnity Escrow Fund, if applicable), and to the extent a payment is to be made by the Escrow Agent, the Securityholder Representative shall, jointly with Parent and Sub, deliver a written direction to that effect to the Escrow Agent, 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 paid to the Indemnified Party by the Escrow Agent or the Indemnifying Party, as applicable, within ten Business Days after a final determination that a viable Loss is subject to indemnification hereunder, with such interest, being payable from the date such Losses have been finally determined as being owed by an Indemnifying Party to an Indemnified Party, at a rate equal to 10% per annum, calculated on the basis of a year of 365 days and the number of days elapsed. (e) An Indemnifying Party shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall require that any Action be paid made or brought against any other Person before Action is brought or claim is made against it hereunder by the an Indemnified Party. (df) Each party shall cooperateNotwithstanding the provisions of Section 11.9, and cause their respective Affiliates each Indemnifying Party hereby consents to cooperate, in the defense or prosecution nonexclusive jurisdiction of any court of competent jurisdiction in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as agrees that process may be reasonably requested in connection therewith. (e) 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 the served on each Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in with respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedclaim anywhere. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 9.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in 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 any Claim asserted by any third party (“the Third Party Claim”) and, subject Claim (such election to be without prejudice to the limitations set forth in right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this SectionArticle IX), then the Indemnifying Party shall be entitled have the right to control the defense of 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 accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified 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 shall control Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party 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 control, any defense ofor settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to 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 accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 9.4(c), and obligations the Indemnifying Party shall bear its own costs and expenses 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 counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Losses that does not result from a Third Party Claim and shall furnish or cause to (a “Direct Claim”) will 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. (e) 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 asserted by giving the Indemnifying Party has paid reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party under any indemnification provision becomes aware of this Agreement in respect of that loss, such Direct Claim. Such notice by the Indemnified Party must notify will describe the Indemnifying Party Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and pay to will indicate the Indemnifying Party the extent of the value of the benefit (orestimated amount, if lessreasonably practicable, the amount of any such loss previously paid damages that has been or may be sustained by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs . The Indemnifying Party will have a period of mitigationtwenty (20) days within two Business Days after the benefit which to object or accept in writing such Direct Claim. Any such objection is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.called a “

Procedures. (ai) The Except as otherwise provided in this Agreement, any party seeking any indemnification under this Section 12.02 9.2 (the “an "Indemnified Party”") agrees to shall give prompt the party from whom indemnification is being sought (an "Indemnifying Party") notice (and also to the party Agent in the case of claims against whom indemnity is sought (the “Indemnifying Party”Escrow Fund or any Manager Shareholder) of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the assertion party potentially entitled to indemnification becomes aware of any claimfact, condition or the commencement of any suit, action or proceeding (“Claim”) in respect of event which indemnity may give rise to Damages for which indemnification may be sought under such this Section and will provide the Indemnifying Party such information 9.2. With respect to any claims for indemnification under this Section 9.2 by an Inland Indemnified Party, IREIC (with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have adversely prejudiced sole and exclusive authority to act for and in the name of such Indemnified Party. With respect to any claims for indemnification under this Section 9.2 by a REIT Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of such Indemnifying Party. (bii) The liability of an Indemnifying Party under this Section 9.2 with respect to Damages arising from claims of any third party which are subject to the indemnification provided for in this Section 9.2 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions. If an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within twenty (20) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 9.2 except to the extent the Indemnifying Party is materially and irreparably prejudiced by such failure. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume and control the defense of such Third Party Claim at its expense and appoint lead through counsel of its choice if it acknowledges, without qualification, its indemnification obligations hereunder and gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together (except to the extent that local counsel are necessary or advisable for the conduct of such defenseaction or proceeding, in each which case at its expense; provided that Limited Brands or its Affiliates the Indemnifying Party shall control also pay the defense of, reasonable fees and appoint the lead counsel in connection with, the Retained Litigation. (c) expenses of any such local counsel). If the Indemnifying Party shall not assume the control of the defense of any Third Party Claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in accordance such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that in settling any action in respect of which indemnification is payable under this Article, it shall act reasonably and in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the provisions of this Section 12.03Indemnifying Party in such defense and make available to the Indemnifying Party, (i) 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. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall obtain cooperate with the prior Indemnified Party in such defense and make available to the Indemnified Party, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party (Claim or consent to the entry of any judgment which shall does not be unreasonably withheld, conditioned include an unconditional written release by the claimant or delayed) before entering into any settlement plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense settle or prosecution of compromise any Third Party Claim and shall furnish if the settlement imposes equitable remedies 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. (e) Each material obligations on the Indemnified Party must mitigate in accordance with applicable Law any loss other than financial obligations for which such Indemnified Party seeks indemnification under this Agreement. If such will be indemnified hereunder, or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party mitigates its loss after or that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party has paid in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party under any indemnification provision without the written consent of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification Any Person entitled to be indemnified under Section 12.02 this Article IX (the “Indemnified Party”) agrees to shall promptly give prompt written notice to the party against Party from whom indemnity is indemnification may be sought (the “Indemnifying Party”) of any pending or threatened Proceeding against the assertion Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification with respect to such Proceeding (a “Third Party Claim”), indicating, with reasonable specificity, the nature of such Third Party Claim, the basis therefor, a copy of any claimdocumentation received from the third party, or the commencement amount and calculation of the Covered Losses for which the Indemnified Party is entitled to indemnification under this Article IX (and, to the extent known, a good faith estimate of any suitsuch future Covered Losses relating thereto), action or proceeding (“Claim”and the provision(s) of this Agreement in respect of which indemnity may be sought under such Section Covered Losses shall have occurred (a “Third Party Claim Notice”), and will provide the Indemnified Party shall promptly deliver to the Indemnifying Party such any information with respect thereto that or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give a Third Party Claim Notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 9.4(a) shall not limit the obligations of the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Article IX, except to the extent that such failure shall have adversely Indemnifying Party is prejudiced the Indemnifying Partythereby. (b) The Indemnifying Party shall be entitled With respect to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject the Indemnifying Party under this Article IX shall have the right, but not the obligation, to assume the limitations set forth in this Sectioncontrol and defense, shall be entitled to control the defense at its own expense and by counsel of its own choosing, of such Third Party Claim and appoint lead counsel for such defense, in each case at its expenseany Third Party Claims related to the same or a substantially similar set of facts; provided that Limited Brands or its Affiliates the Indemnifying Party shall not be entitled to assume the control the and defense ofof such Third Party Claim, and appoint shall pay the lead reasonable fees and expenses of counsel in connection withretained by the Indemnified Party, the Retained Litigation. (c) if such Third Party Claim is a criminal Proceeding. If the Indemnifying Party so undertakes to control and defend any such Third Party Claim, it shall assume notify the control Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense of against, and settlement of, any such Third Party Claim in accordance with the provisions of this Section 12.03Claim; provided, (i) however, that the Indemnifying Party shall obtain not settle any such Third Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) before entering into unless such settlement does not involve any settlement injunctive relief against or any finding or admission of any violation of Law or wrongdoing by the Indemnified Party, and any money damages are borne solely by the Indemnifying Party. Subject to the foregoing, the Indemnified Party shall have the right to employ separate legal counsel and to participate in, but not control, the defense of such Proceeding at its own cost and expense; provided that, subject to the provisions of this Article IX, the Indemnifying Party shall bear the reasonable fees of one firm of legal counsel (and one additional firm of legal counsel in each jurisdiction implicated in such 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 (not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party does not assume the control and defense of a Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 it shall nevertheless be entitled to participate in the 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 and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyClaim. (dc) Each party shall cooperate, and cause their respective Affiliates to cooperate, in In the defense event that any Indemnified Party has or prosecution of may have an indemnification claim against any Indemnifying Party under this Article IX that does not involve a Third Party Claim and shall furnish or cause to be furnished such recordsClaim, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each the Indemnified Party must mitigate in accordance shall promptly give written notice thereof to the Indemnifying Party indicating, with applicable Law any loss reasonable specificity, the nature of such claim, the basis therefor, the amount and calculation of the Covered Losses for which such the Indemnified Party seeks is entitled to indemnification under this Agreement. If Article IX to the extent known (and a good-faith estimate of any such Indemnified Party mitigates its loss after future Covered Losses relating thereto), and the Indemnifying Party has paid the Indemnified Party under any indemnification provision provision(s) of this Agreement in respect of that losswhich such Covered Losses shall have occurred (a “Self-Claim Notice”), and the Indemnified Party must notify shall promptly deliver to 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 in a timely manner pursuant to this Section 9.4(c) shall not limit the obligations of the Indemnifying Party under this Article IX, except to the extent that such Indemnifying Party is prejudiced thereby. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and 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 shall proceed in good faith to negotiate a resolution of that mitigation (less such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the Indemnified Party’s reasonable costs appropriate court of mitigation) within two Business Days after the benefit is receivedcompetent jurisdiction set forth in Section 10.8. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The In order for a party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt 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 notice thereof to the party against whom indemnity is sought Stockholder Agent, on behalf of the Stockholders, or to Acquiror, as applicable (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice shall not release the Indemnifying Party shall not relieve the Indemnifying Party of from its obligations hereunder, under this Article VII except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is materially prejudiced by such failure. If any insurance carrier is obligated or agrees to defend any Third Party Claim in connection with any attempt to obtain insurance coverage with respect to such Third Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall, as among one another, be subject to the requirements of such insurance carrier. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party as promptly as practicable but within 45 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to participate in assume the defense of any Claim asserted by any third party (“Third thereof. If the Indemnifying Party Claim”) and, subject does not expressly elect to the limitations set forth in this Section, shall be entitled to control assume the defense of such Third Party Claim within the time period and appoint lead counsel for such defenseotherwise in accordance with this Section 7.4(b), in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the sole right to assume the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall assume have the control right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim 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. If the Indemnifying Party assumes the defense of any Third Party Claim in accordance Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions 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 this Section 12.03any Third Party Claim, (i) the Indemnifying Party shall obtain 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 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 indemnified hereunder. If the Indemnified Party assumes the defense, the Indemnified Party may agree to any monetary settlement of, or the entry of any judgment arising from, any such Third Party Claim, but in the absence of the written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed) before entering into any , no settlement shall be determinative of the amount of Losses an Indemnified Party is entitled to recover pursuant to this Article VII. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling parties advised of the status of such Third Party Claim, if Claim and the settlement does not release defense thereof. The non-controlling parties shall reasonably cooperate with and assist the Indemnified Party from all liabilities and obligations 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 controlling party in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel to the Indemnified Party with respect to a Third Party Claim shall be paid considered Losses for purposes of this Agreement. Notwithstanding the foregoing, no Stockholders or Stockholder Agent shall be entitled to (a) control any claim relating to intellectual property matters or for Taxes for any period after the Closing Date, or (b) settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability of the Company for Taxes for any period (or portion thereof) after the Closing Date, without the prior written consent of Acquiror, which consent shall not be unreasonably withheld. (c) If any Indemnified 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 with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from its obligations under this Article VII, except to the extent that the Indemnifying Party is materially prejudiced by such failure, and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. (d) If the Indemnifying Party does not notify the Indemnified Party within 30 days following 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 conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall be obligated to pay the amount of such liability to the Indemnified Party on demand, which may be effected as contemplated in Section 7.5(b). If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount (including by offset) promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (e) The indemnification required hereunder in respect of a Third Party Claim shall be made, subject to this Section 7.4(e), first by prompt offset against the Indemnity Holdback (by forfeiture and cancellation of the Acquiror Common Stock) in an amount equal to the Losses as determined based upon the Claim Stock Value, or where the Indemnity Holdback is insufficient to cover indemnifiable Losses or a Third Party Claim, against any Contingent Payment payable to the Stockholders, as and when invoices are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, subject to Section 7.4(b) and (c). (f) The Indemnifying Party shall not require that any Action be made or brought against any other Person before Action is brought or claim is made against it hereunder by the Indemnified Party. (dg) Each party shall cooperateNotwithstanding the provisions of Section 9.9, and cause their respective Affiliates each Indemnifying Party hereby consents to cooperate, in the defense or prosecution nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as agrees that process may be reasonably requested in connection therewithserved on each Indemnifying Party with respect to such claim anywhere. (eh) 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 Any Taxes that are the Indemnifying Party has responsibility of the Stockholders pursuant to Section 7.2 shall be paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to Acquiror or Surviving Corporation no later than five (5) days prior to the Indemnifying Party due date for the payment of such Taxes but at least ten (10) days after receipt of written notice of the amount of such Taxes, whichever is later, and to the extent of such Taxes are not paid to Acquiror or Surviving Corporation on or prior to the value of the benefit (or, if lessapplicable due date, the amount of any such loss previously paid by Taxes shall be indemnifiable hereunder and bear interest at the Indemnifying Partyrate of ten percent (10%) to per annum, commencing on the Indemnified Party applicable due date until the date of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedpayment. (fi) Each Pending the resolution or settlement of any dispute with respect to a claim for indemnification, to the extent of such unresolved dispute, no payment for indemnification must be made and no Stock Consideration that may be the subject of such pending dispute held in the Indemnity Holdback on the date of notification of the indemnification claim shall be forfeited and cancelled nor shall be released to any Indemnified Party Party, Acquiror or any Stockholder nor shall use reasonable efforts any amount of Contingent Payment necessary for full recovery of indemnifiable Losses be released. Such dispute shall be deemed to collect any amounts available under insurance coveragebe resolved upon (i) the mutual agreement of Acquiror and the Stockholder Agent, or from any other Person alleged (ii) a final, non-appealable order, decree or judgment of a court of competent jurisdiction, or if agreed by the parties to be responsiblesuch dispute, for any Damages payable under Section 12.02a third party dispute resolution mechanism.

Procedures. (a) The party Each Person seeking indemnification under Section 12.02 this ‎Article 11 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Person from whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted Action by any third party (“Third Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this ‎Section 11.03‎(a) shall not relieve any Indemnifying Party of its obligations under ‎Section 11.02, except to the extent that such failure actually and materially adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, upon delivery of written notice to the Indemnified Party within twenty (20) Business Days after receipt of notice of such Third Party Claim from the Indemnified Party, to be represented by counsel of its choice and, subject to the limitations set forth in this Section‎Section 11.03 and ‎Section 11.06 with respect to Environmental Indemnity Matters, shall be entitled to assume control of, and defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands . If the Indemnifying Party elects not to assume, defend against, negotiate, settle or its Affiliates shall control otherwise deal with any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11, then the defense ofIndemnified Party may assume, defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim or Environmental Indemnity Matter, at the Indemnifying Party’s sole cost and appoint expense to the lead counsel in connection with, the Retained Litigation. (c) extent such costs and expenses constitute indemnifiable Damages hereunder. If the Indemnifying Party shall assume the defense of any Third Party Claim or the resolution of any Environmental Indemnity Matter pursuant to this ‎Article 11, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim or Environmental Indemnity Matter, as applicable; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate, (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnified Party shall be entitled to indemnification for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim or Environmental Indemnity Matter. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim in accordance or any Environmental Indemnity Matter pursuant to this ‎Article 11 unless (i) prior to doing so, the Indemnifying Party provides a written undertaking to the Indemnified Party whereby the Indemnifying Party acknowledges that, assuming as true the allegations of the Indemnified Party, it is required to indemnify the Indemnified Party with the provisions of this Section 12.03respect to such Third Party Claim, (iii) the Indemnifying Party shall obtain conducts the prior defense of the Third Party Claim in a commercially reasonable and diligent manner and (iii) the Third Party Claim does not relate to Taxes, is not brought by a Governmental Body, does not relate to criminal charges, and the relief sought is not primarily limited to monetary damages or if not so limited, the applicable non-monetary remedy would reasonably be expected to be material to the Indemnified Party and its Affiliates. (b) Notwithstanding anything in this ‎Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment (in each case, such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, consent of the Indemnified Party (which shall not be unreasonably withheldrequired for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (other than, conditioned for the avoidance of doubt, the payment of the Deductible to the extent applicable), (ii) such settlement does not permit any Order or delayedother equitable relief to be entered, directly or indirectly, against the Indemnified Party or otherwise impose any sanctions, restrictions or obligations on the Indemnified Party and (iii) before entering into any such settlement includes an unconditional release of such Indemnified Party from all Liability on claims that are the subject matter of such Third Party Claim, if the settlement Claim and does not release include any statement as to or any admission of fault, violation of Applicable Law culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party makes any payment on any Third Party Claim or in respect of any Environmental Indemnity Matter, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party from all liabilities and obligations to any insurance benefits (other than with respect to the PLL policy unless such subrogation is expressly permitted) or other claims of the Indemnified Party with respect to such Third Party Claim or the Environmental Indemnity Matter, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement imposes injunctive shall have been consummated (in accordance with this ‎Article 11), or other equitable relief against the Indemnified Party and (ii) the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall be entitled forward to participate in the defense Indemnifying Party notice of such Third Party Claim any sums due and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid owing by the Indemnified PartyIndemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, at the sole cost and expense of the Indemnifying Party to the extent such costs and expenses are indemnifiable Damages hereunder, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Notwithstanding anything to the Indemnifying Party the extent of the value of the benefit (orcontrary in this ‎Section 11.03 or ‎Section 11.04, if less, the amount of any such loss previously paid by the Indemnifying Party) neither this ‎Section 11.03 nor ‎Section 11.04 shall apply to indemnification for a Tax Claim or otherwise with respect to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigationTax Representations. The procedures for such indemnification shall be governed solely by ‎Section 8.07(d) within two Business Days after the benefit is receivedand ‎(e). (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Promptly after a Person entitled to indemnification under Section 12.02 hereunder (the “Indemnified Party”) agrees has received notice or has Knowledge of any Third Party claim or proceeding, or threatened claim or proceeding (a “Third Party Claim”) which could result in a Loss for which such Party may be entitled to give prompt notice indemnification under this Article 11, the Indemnified Party shall promptly deliver to the party Party against whom indemnity indemnification is sought under this Article 11 (the “Indemnifying Party”) written notice of such Third Party Claim (the “Claim Notice”), which Claim Notice shall include, to the extent known, the nature and basis of such Third Party Claim, the basis for indemnification hereunder and the amount in dispute under action, claim or proceeding; provided, however, that the failure of the assertion of any claim, Indemnified Party to provide the Claim Notice shall not release or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide waive the Indemnifying Party such information with respect thereto from its obligations to the Indemnified Party under this Article 11 except to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) Following receipt of the Claim Notice, the Indemnifying Party may reasonably requestelect at any time to assume and thereafter conduct the defense and settlement of any Third Party Claim subject to any such indemnification claim with counsel of the Indemnifying Party’s choice and to settle or compromise any such Third Party Claim, and the Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnifying Party and/or the settlement of such Third Party Claim by the Indemnifying Party; provided, however, that the Indemnifying Party will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of such action, claim or proceeding in favor of the Indemnified Party. The failure Notwithstanding the foregoing, the Indemnified Party shall have the right to so notify control the defense of, and the Indemnifying Party shall not relieve be entitled to assume the defense of, any Third Party Claim that seeks relief other than monetary damages against the Indemnified Party and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (c) The Parties agree to cooperate fully in connection with the defense, negotiation or settlement of any claim for indemnification arising from a Third Party Claim. Such cooperation will include the retention and, upon the request of the party defending, negotiating or settling the claim, the provision to such party of records and information which are reasonably relevant to such Third Party Claim, and making employees and other Representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. (d) If the Indemnifying Party of its obligations hereunder, except fails or refuses to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control undertake the defense of such Third Party Claim within thirty (30) calendar days after the claim for indemnification has been tendered to the Indemnifying Party by the Indemnified Party, pursuant to and appoint lead counsel for in accordance with Section 11.5(b), or if the Indemnifying Party later fails to conduct in good faith the defense or withdraws from such defense, in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the right to (i) undertake the defense ofof such claim with counsel of its own choosing, and appoint the lead counsel in connection with, the Retained Litigation. (c) If with the Indemnifying Party being responsible for the reasonable costs and expenses of such defense as Losses hereunder if and to the extent that such claim is a claim for which such Indemnified Party is entitled to be defended, indemnified, held harmless or reimbursed under this Article 11, and (ii) settle or compromise, or attempt to settle or compromise, the Third Party Claim; provided, however, that the Indemnified Party shall assume the control of the defense of any not settle or compromise such Third Party Claim in accordance with the provisions of this Section 12.03, (i) without the Indemnifying Party shall obtain the Party’s prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party). (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party Any Party seeking indemnification under Section 12.02 this Article X (the “Indemnified Party”) agrees to shall give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or a claim for indemnification hereunder; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any Liability hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying Party. (b) The Party has been prejudiced thereby. If the claim for indemnification relates to a Third Party Claim, the Indemnifying Party shall be entitled to may, if it so elects, participate in and control the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) . If the Indemnifying Party shall assume the assumes control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03Claim, (i) the Indemnifying Party shall obtain not be liable under this Article X for any fees or any other expenses with respect to the prior written consent defense of such Third Party Claim incurred by the Indemnified Party or any compromise or settlement effected by the Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, (which shall a) if the Indemnified Party reasonably determines in good faith that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (b) the Indemnified Party’s counsel advises the Indemnified Party in writing, with a copy delivered to Seller, that there is a conflict of interest that could make it inappropriate or inadvisable under applicable standards of professional conduct to have common counsel, then the Indemnified Party may, by written notice to the Indemnifying Party, at its own expense, participate in, but not be unreasonably withheldcontrol, conditioned the defense, compromise or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release provided that the Indemnified Party from all liabilities shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent. 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 obligations the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Notwithstanding anything to the contrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the total amount called for by such offer (subject to the limitations in Section 10.3 of this Agreement), and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim or that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement imposes injunctive or other equitable relief against offer that the Indemnified Party and declined to accept or (iiB) the aggregate Damages of the Indemnified Party shall be entitled with respect to participate in the defense of such Third Party Claim and (subject to employ separate counsel the limitations in Section 10.3 of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received). (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 9.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Subject to the limitations set forth in this Section 9.3, the Indemnifying Party shall be entitled to participate in control the defense defense, and appoint lead counsel for such defense, of any Claim asserted by any third party (“"Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense"), in each case all cases at its the Indemnified Party's expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.039.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not include an unconditional release of the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any party(ies) entitled to indemnification under Section 12.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against from whom indemnity the Indemnified Party is sought entitled to seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may the Indemnified Party is entitled to seek indemnification under Section 11.02 (it being understood that a party's entitlement to indemnification shall be sought under such Section determined without regard to the application of (i) the Seller General Basket, Seller Environmental Basket and Buyer Basket (collectively, the “Baskets”) and (ii) the Seller Cap and Buyer Cap (collectively, the “Caps”)) and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Seller shall control and appoint lead counsel for the defense of any claim asserted by any third party (a “Third Party Claim”) that is an Excluded Liability. In addition, the Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim or any Environmental Matter if (i) it is reasonably expected that indemnification payments to be made by the Indemnifying Party in respect of such Third Party Claim or Environmental Matter in accordance with Section 11.02 (taking into account the provisions of this Section 12.03, (iBaskets and the Caps) will be greater than the Indemnifying Party shall obtain the prior written consent of harm suffered by the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement as a result of such Third Party Claim, if including any injunctive, equitable or other non-monetary relief sought by such third party, (ii) the settlement does not release Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnified Party from all liabilities for any Damages relating to such Third Party Claim or Environmental Matter (subject to the limitations on indemnification set forth in this Article 11, including the Baskets and obligations the Caps) and (iii) the Indemnifying Party shall notify the Indemnified Party that it has elected to assume such defense promptly but in any event within 30 days after receipt of the notice with respect to such Third Party Claim referred to in Section 11.02(a) or, with respect to Environmental Matters, in a timely manner given the facts and circumstances and changes thereto or the settlement imposes injunctive or other equitable relief against the Indemnified Party and development thereof over time (ii) it being understood that the Indemnified Party shall be entitled to participate in the defense of take such actions as may be required to defend such Third Party Claim Claim, including if necessary seeking extensions of time to respond to pleadings and the like, prior to employ separate counsel the receipt of its choice for such purposeacknowledgement within the 30-day period referred to above). The fees and expenses of such separate counsel Indemnified Party shall be paid by the Indemnified Party. (d) Each party shall cooperate, entitled to control and cause their respective Affiliates to cooperate, in appoint lead counsel for the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 if the Indemnifying Party has paid is not entitled to, or fails to, elect to assume the Indemnified Party under any indemnification provision defense of this Agreement in respect of that losssuch claim pursuant to the foregoing sentence, the Indemnified Party must notify or thereafter if the Indemnifying Party and pay fails or ceases to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any prosecute such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s claim with reasonable costs of mitigation) within two Business Days after the benefit is receiveddiligence. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. If any Action indemnifiable under this Section 4 shall be brought, asserted or threatened against any person indemnified under this Section 4, the Indemnified Party shall promptly notify the indemnifying person (a) The party seeking indemnification "Indemnitor"); PROVIDED that any failure to notify Indemnitor timely or at all shall reduce the liabilities and obligations of Indemnitor under this Section 12.02 (the “Indemnified Party”) agrees to give prompt notice 4 only to the party against whom indemnity is sought (extent Indemnitor actually shall be prejudiced by the “Indemnifying Party”) failure. Indemnitor shall assume the payment of all related fees and expenses to the assertion of any claimAction, and Indemnitor may, at its option, assume the defense of, or respond to, the commencement Action. If Indemnitor has assumed the defense of any suit(or responded to) the Action, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide then the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Indemnified Party shall not relieve have the Indemnifying Party of its obligations hereunder, except right to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in assume the defense of any Claim asserted by any third party (“Third Party Claim”or respond to) the Action and, subject to the limitations set forth in provisions of this SectionSection 4, Indemnitor shall be entitled have the right to control the defense, compromise or settlement of any such Action. If Indemnitor, within 30 days after notice of any such Action, or such shorter period as is reasonably required, fails to assume the defense of such Third Action, the Indemnified Party Claim and appoint lead counsel for such will have the right to undertake the defense, in each case at its expense; provided that Limited Brands compromise or its Affiliates shall control the defense settlement of such Action on behalf of, and appoint for the lead counsel in connection withaccount and risk, and at the Retained Litigation. (c) If expense of, Indemnitor, subject to the Indemnifying Party shall right of Indemnitor to assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 Action at any time prior to employ separate counsel of its choice for such purposesettlement, compromise or final determination thereof. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) A The party seeking indemnification under Section 12.02 12.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) B The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) 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 12.0312.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) D Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearingshearing, trials or appeals, as may be reasonably requested in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 10.02 (the “"Indemnified Party”") agrees to give reasonably prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) Claim in respect of which indemnity may be sought under such Section 10.02 and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The parties hereby acknowledge and agree that the failure by any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that (i) such failure shall have adversely prejudiced results in a failure of actual notice to the Indemnifying PartyParty and (ii) such Indemnifying Party is materially prejudiced as a result of such failure to give notice. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“"Third Party Claim”") and, subject to the limitations set forth in this SectionSection or Section 10.04, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03or Section 10.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not provide for the unconditional written release of the Indemnified Party from any and all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or any form of relief other equitable relief than monetary against the Indemnified Party for which the Indemnified Party receives indemnification hereunder 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 counsel shall be paid by the Indemnified Party. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers or Buyer) and shall provide access to properties and individuals as reasonably requested and 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. This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 10.02. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0210.02.

Procedures. (a) The party Person seeking indemnification under Section 12.02 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party Person against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) proceeding, in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; , provided that Limited Brands or its Affiliates shall control such counsel is reasonably satisfactory to the defense of, and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party. (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 12.037.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations 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 counsel shall be paid by the Indemnified Party. (d) Each party Party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested by any other Party in connection therewith. (e) 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party pursuant to Section 8.03 or 11.02, the party seeking indemnification under Section 12.02 to be indemnified hereunder (the “Indemnified Party”) agrees to give prompt shall assert a claim for indemnification by written notice to the party against from whom indemnity indemnification is sought (the “Indemnifying Party”) stating the nature and basis of such claim, and, if such claim is with respect to a third party claim, accompanied by a copy of any written notice from such third party claimant, such notice to be delivered within thirty (30) days of discovery of such Losses, or in the case of Losses arising by reason of any third party claim, within thirty (30) days of the filing or other written assertion of any claim, or such claim against the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestIndemnified Party. The failure of the Indemnified Party to so notify the Indemnifying Party give a notice within such time period shall not relieve the Indemnifying Party of its obligations hereunder, any liability to the Indemnified Party except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is prejudiced thereby. (b) The Indemnified Party shall provide to the Indemnifying Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes gives rise to a claim for indemnification hereunder and shall be entitled give the Indemnifying Party reasonable access to participate all books, records and personnel in the defense possession or under the control of any Claim asserted by any third party (“Third the Indemnified Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of which would have bearing on such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigationclaims. (ci) If In the case of third party claims for which indemnification is sought, the Indemnifying Party shall assume have the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03option, (iA) to conduct and control any proceedings or negotiations in connection therewith, (B) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall obtain not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed)) before entering into and (C) to employ counsel to contest any settlement such claim or liability in the name of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations or otherwise; provided, that as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first enter into an agreement with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible and to indemnify the Indemnified Party subject to the terms of this Agreement (subject to the Threshold and the Cap, if applicable, but otherwise with no reservation of rights) for all Losses relating to such claims. (ii) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control (or the Indemnified Party shall have the right to take back control, as the case may be) of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if the claim which the Indemnifying Party seeks to control (1) involves criminal allegations, (2) involves a claim for equitable relief to which the Indemnified Party reasonably believes an adverse determination would be detrimental to the Indemnified Party’s reputation or future business prospects, (3) involves a claim which the Indemnifying Party is not conducting the defense of the claim actively and diligently, or (4) the matters specified in Section 9.01 or Section 9.03 hereof. (iii) If the Indemnifying Party assumes and controls the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be entitled to participate at the expense of the Indemnified Party. Notwithstanding the foregoing, if the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists under applicable standards of professional conduct of a conflict of interest between the Indemnifying Party and the Indemnified Party or that different defenses should be presented in the assertion of any defense of or claim in such Third action, proceeding or investigation, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The shall pay the reasonable fees and expenses of such separate additional counsel as may be required to provide the Indemnified Party representation free of such differing or conflicting claims or defenses. (iv) The Indemnifying Party shall, within twenty (20) days of receipt of the notice set forth in Section 11.03(a), notify the Indemnified Party of its intention to assume the defense of such claim. Until the Indemnified Party has received notice of the Indemnifying Party’s election to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall decline to assume the defense of any such claim, or shall fail to notify the Indemnified Party within twenty (20) days after receipt of such notice of the Indemnifying Party’s election to defend such claim and in either case, fail to enter into the undertaking specified in the proviso in Section 11.03(c)(i) above within such twenty (20) day period, the Indemnified Party shall defend against such claim (provided that the Indemnified Party shall not settle, compromise or discharge such claim without the prior written consent of the Indemnifying Party, which consent shall not be paid unreasonably withheld, conditioned or delayed). (v) The expenses of all proceedings, contests or lawsuits in respect of such claims (other than those incurred by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in Party which are the defense or prosecution responsibility of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each the Indemnified Party must mitigate as provided in accordance with applicable Law any loss for which such Indemnified Section 11.03(c)(iii) above) shall be borne by the Indemnifying Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after but only if the Indemnifying Party has paid undertaken pursuant to the terms of this Agreement to indemnify the Indemnified Party under any indemnification provision of this Agreement in respect of that lossthe third party claim. Regardless of which party shall assume the defense of the claim, the parties agree to cooperate fully with one another in connection therewith. Such cooperation shall include the providing of records and information which are relevant to such third party claim and making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. In the case of a claim for indemnification in respect of a third party claim, (A) if (and to the extent) the Indemnifying Party is responsible pursuant hereto to indemnify the Indemnified Party must notify in respect of the third party claim, then within five (5) business days after the occurrence of a final non-appealable determination or settlement with respect to such third party claim, the Indemnifying Party and shall pay to the Indemnifying Indemnified Party the extent of the value of the benefit (or, if lessin immediately available funds, the amount of any Losses (or such loss previously paid portion thereof as the Indemnifying Party shall be responsible for pursuant to the provisions hereof), subject to the limitations set forth in Section 11.02, and (B) in the event that any Losses incurred by the Indemnifying Party) to Indemnified Party do not involve payment by the Indemnified Party of that mitigation a third party claim, then, if (less and to the extent) the Indemnifying Party is responsible pursuant to this Agreement to indemnify the Indemnified Party against such Losses, the Indemnifying Party shall within five (5) business days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount pay to the Indemnified Party’s reasonable costs , in immediately available funds, the amount of mitigation) within two Business Days after such Losses (or such portion thereof as the benefit is received. (f) Each Indemnified Indemnifying Party shall use reasonable efforts be responsible for pursuant to collect any amounts available under insurance coveragethe provisions hereof), or from any other Person alleged subject to be responsiblethe limitations, for any Damages payable under if any, set forth in Section 12.0211.02.

Procedures. (a) The party seeking indemnification under Section 12.02 7.1 or 7.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“ClaimProceeding”) in respect of which indemnity may be sought under such Section Sections and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The By giving written notice within 30 days of receiving notice of a Proceeding, the Indemnifying Party shall be entitled to participate in the defense of any Claim Proceeding asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this SectionSection 7.5, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel acceptable to the Indemnified Party for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control . Notwithstanding any provision herein to the defense of, and appoint the lead counsel in connection withcontrary, the Retained LitigationIndemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, or (iii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. (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 12.037.5, then (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party 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 counsel shall be paid by the Indemnified Party. (d) Each party Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information records and testimony, and attend such conferences, discovery proceedings, hearings, trials or appealsinformation, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must shall 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 the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the lesser of (i) 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) and (ii) the amount of indemnification previously received from the Indemnifying Party, in each case, within two Business Days five (5) business days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt 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 party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall promptly provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article VIII except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is materially prejudiced by such failure. In furtherance and not in limitation of the foregoing or anything herein contained to the contrary, any Claim Notices delivered shall specify, with reasonable detail and particularity, the nature of the Claim, the section or sections of the Agreement to which the Claim relates, and the amount of such Losses (if known) or a good faith, reasonable estimate of such Losses (to the extent ascertainable at such time) (the “Claimed Losses” ) and the basis upon which such calculation or estimate has been determined (together with reasonable supporting documentation therefor). (b) The Except with respect to any Special Claim, the Indemnifying Party shall be entitled to participate have the right (by notifying the Indemnified Party in writing of its intent within 20 days after receipt of the defense of any Third-Party Claim asserted by any third party (“Third Party Claim”Notice) and, subject to but not the limitations set forth in this Section, shall be entitled obligation to control the defense of such Third any Third-Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofClaim, and appoint all reasonable fees and expenses of the lead Indemnifying Party’s counsel in connection with, shall be borne by the Retained Litigation. (c) Indemnifying Parties. If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall assume have the control right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in (but not control) the defense of such action at its sole expense. If the Indemnifying Party assumes the defense of any Third such Third-Party Claim, the Indemnifying Party will select counsel to conduct the defense of such claim or proceeding, will take all steps necessary in the defense or settlement thereof and will at all times diligently and promptly pursue the resolution thereof. If the Third-Party Claim is a Special Claim, or if the Indemnifying Party does not assume the defense of such Third-Party Claim or proceeding resulting therefrom in accordance with the provisions terms of this Section 12.038.4, (i) the Indemnified Party may defend against such claim or proceeding, and shall be reimbursed by the Indemnifying Party shall obtain for such reasonable costs and expenses, in the manner the Indemnified Party may deem appropriate, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate, with the prior written consent of the Indemnified Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect ). All parties to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party this Agreement shall be entitled to participate cooperate in the defense or prosecution of such Third Party Claim and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection with such Third-Party Claim; provided, that no party shall be required to employ separate grant access or furnish information to the extent that such information is subject to an attorney/client or attorney work product privilege; and provided further, that a party and/or its counsel shall use their commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney/client or attorney work product privilege. Each party shall act in good faith and in a commercially reasonable manner in addressing any adverse consequences that may result in the basis for an indemnifiable claim. If the Indemnifying Party assumed the defense of any claim or proceeding in accordance with this Section 8.4, the Indemnifying Party will be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, 60 with the prior written consent of each relevant Indemnified Party (which shall not be unreasonably withheld); provided, however, that the Indemnifying Party will pay or cause to be paid all amounts arising out of such settlement or judgment concurrent with the effectiveness thereof; provided further, that the Indemnifying Party is not authorized to encumber any of the assets of any Indemnified Party or to agree to any restriction that would apply to any Indemnified Party or to its conduct of business; and provided further, that a condition to any such settlement is a complete release of each relevant Indemnified Party and its Affiliates, directors, officers, employees and agents with respect to the claim made. (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 Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice shall not release the Indemnifying Party from any of its choice obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 20 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability (in whole or in part) to the Indemnified Party hereunder, which may consist of, for the avoidance of doubt, an objection based on the inability to determine (i) the propriety of indemnification of any or all claims contained in the Claim Notice, (ii) the accuracy of any statement of fact or Losses set forth in the Claim Notice and/or (iii) to the extent the Claim Notice seeks indemnification under Section 8.2(a) or Section 8.3(a), the fact that the facts alleged in the Claim Notice do not constitute a breach of a representation or warranty for which indemnification is available pursuant to Section 8.2(a) or Section 8.3(a), as applicable (any such purpose. The fees notice, an “Objection Notice”), such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and expenses the Indemnifying Party shall pay the amount of such separate counsel liability to the Indemnified Party on demand. If the Indemnifying Party timely disputes (in whole or in part) its liability to the Indemnified Party hereunder in accordance with the terms hereof, the Indemnifying Party and the Indemnified Party will, for a period of 30 days following delivery of the Objection Notice, negotiate in good faith to resolve the items disputed in the Objection Notice. During such 30-day period each of such parties shall promptly provide the other with such information regarding the Direct Claim as such other party may reasonably request. If the Indemnified Party and the Indemnifying Party are unable to fully resolve the items disputed in the Objection Notice during such 30-day period, the Indemnified Party and the Indemnifying Party will be entitled to initiate such proceedings and seek such remedies as may be permitted under the terms of this Agreement. (d) Subject to Section 8.5, the indemnification required hereunder shall be paid made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, promptly following agreement between the Indemnifying Party and the Indemnified Party of the amount of Losses incurred or if no such agreement, upon receipt of a final, non-appealable court order determining the amount of such Losses. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (df) Each party Notwithstanding the foregoing, following the Closing, the Buyer shall cooperatenot initiate any discussions, proceedings, audits, examinations or any other contacts relating to sales and use Taxes of the Company with any Governmental Authority for a Pre-Closing Tax Period, without the consent of Sellers Representative (not to be unreasonably withheld, delayed or conditioned). Sellers Representative shall have the right to determine which Governmental Authority to initiate discussions with regarding resolution, including voluntary disclosure agreements, of outstanding sales and use Tax liability of Seller for a Pre-Closing Tax Period. The rights of the parties to control and participate in the process and defense of any such sales and use Tax matters (including with respect to settlement) shall be governed in the same manner as Third Party Claims under Section 8.4(b). For the avoidance of doubt, and cause their respective Affiliates notwithstanding anything else to cooperatethe contrary in this Agreement, (i) Buyer shall have the right to initiate any discussions, proceedings, audits, examinations, voluntary disclosure agreements, or any other contacts relating to sales and use Taxes of On-Site Labs and DepositIQ with any Governmental Authority for any Pre-Closing Tax Period or Straddle Period, without the consent of Sellers Representative, (ii) the Sellers Representative shall have the right to participate (at its own expense) in the process and defense or prosecution of any Third Party Claim such sales and use Tax matters and Buyer shall furnish or cause not consent to settlement of any such matter without the consent of the Sellers Representative (which shall not be furnished such records, information and testimonyunreasonably withheld), and attend such conferences(iii) nothing in this Agreement shall be construed to limit Buyer’s ability after the Closing to file Tax Returns with any Governmental Authority with respect to any sales or use Taxes of On-Site Labs, discovery proceedingsDeposit IQ, hearings, trials or appeals, as may be reasonably requested Buyer (or any of its Affiliates) for any Tax period that is a Straddle Period or that begins after the Closing Date. No action by Buyer or any of its Affiliates that is authorized in connection therewiththis Section 8.4(f) shall result in any limitation on any Seller Party’s obligation to indemnify any Buyer Indemnified Party with respect to Losses for any Sales Tax Claim pursuant to this Agreement. (eg) Each Indemnified Party must mitigate in accordance with applicable Law To the extent any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement Section 8.4 is in respect conflict with or inconsistent with the provisions of that lossArticle VI, the Indemnified Party must notify the Indemnifying Party and 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 that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedArticle VI shall govern. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.