Common use of Registration Statement Indemnification Clause in Contracts

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder, its officers, directors, employees, managers, members, partners and each PersonAffiliates, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act such Selling Holder or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) such other indemnified Person from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agreesCompany’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)5.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties Executive, each Transferee and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitee") from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter a Registration Indemnitee furnished in writing to the Company by or on behalf of such underwriter Registration Indemnitee expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and Company, its Subsidiaries and any of their respective directors or directors, its officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified PartyIndemnitee provided in Section 1.6(a), but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained such Registration Indemnitee furnishing in a writing to the Company by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyProspectus. If any Action shall be brought against the Company or its SubsidiariesCompany, any of their respective directors or officersits directors, any such officer, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (bSection 1.6(b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company by Section 6.5 hereof Sections 1.6 through 1.9 (except that if the Company shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s Indemnitee's expense), and the Company, its directors or officers directors, any such officer, and any such controlling person shall have the rights and duties given to such the Registration Indemnified Party Indemnitee by Section 6.5 hereofSections 1.6 through 1.9.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder and each Personofficers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyemployees, the “Registration Indemnified Parties”) managers, members, partners and Affiliates from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agreesCompany’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)7.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company OWW agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Travelport Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 5.9 hereof and each Person, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO relating to a Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished by a to any member of the Genworth GroupOWW Affiliated Group by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus, and (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to any member of the Company OWW Affiliated Group by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis each member of the Company and its Subsidiaries OWW Affiliated Group and any of their respective directors or officers who sign any Registration Statement, and any person Person who controls the Company OWW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company OWW to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a relating to such Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished by a to any member of the Genworth Group, OWW Affiliated Group by or as agreed on behalf of such Registration Indemnitee expressly for use in writing by Genworth as provided by Section 6.4(a)(ii)any Registration Statement or Prospectus. For purposes of this Section 6.4(b6.2(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesOWW, any of their respective directors or officersits directors, any such officer, or any such controlling person Person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company OWW by Section 6.5 6.4 hereof (except that if the Company OWW shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the CompanyOWW, its directors or officers directors, any such officer, and any such controlling person Person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 6.4 hereof.

Registration Statement Indemnification. (a) The Company Genworth agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth GroupEquity Units Registration Statement, (ii) and the information set forth in any other Series A Preferred Stock Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group is described on Schedule 5.4 and (iiiii) information relating to any underwriter furnished in writing to the Company Genworth by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company Genworth and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company Genworth within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company Genworth to each Registration Indemnified Party, but only with respect to the information set forth in a the IPO Registration Statement, the Equity Units Registration Statement, and the Series A Preferred Stock Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii)is described on Schedule 5.4. For purposes of this Section 6.4(b5.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company Genworth or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company Genworth by Section 6.5 5.5 hereof (except that if the Company Genworth shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the CompanyGenworth, its directors or officers officers, and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 5.5 hereof.

Registration Statement Indemnification. (a) The Company Xxxxxx Express agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties Cendant and each Personits officers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act employees and agents (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or ProspectusOffering Document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to Cendant (other than the information set forth in the IPO Registration Statement, that Genworth agrees Xxxxxx Express business) furnished in writing was furnished to Xxxxxx Express by a member of Cendant relating to information specifically about Cendant (other than the Genworth Group, Xxxxxx Express business) in any Offering Document expressly for use in such Offering Document and (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company Xxxxxx Express by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectussuch Offering Document. (b) Each Registration Indemnified Party agrees, severally and not jointly, Cendant agrees to indemnify and hold harmless on an After-Tax Basis the Company Xxxxxx Express and its Subsidiaries officers, directors, employees and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actagents, to the same extent as the foregoing indemnity from the Company Xxxxxx Express to each Registration Indemnified PartyIndemnitee, but only with respect to (i) information relating to Cendant (other than the information set forth in a Registration Statement, that Genworth agrees Xxxxxx Express business) furnished in writing was furnished to Xxxxxx Express by a member of Cendant relating to information specifically about Cendant (other than the Genworth Group, or as agreed Xxxxxx Express business) expressly for use in writing by Genworth as provided by Section 6.4(a)(ii)any Offering Document. For purposes of this Section 6.4(b8.2(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus an Offering Document shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesXxxxxx Express, any of their respective directors or its directors, officers, employees or any such controlling person agents, based on any Registration Statement or Prospectus Offering Document and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company Xxxxxx Express by Section 6.5 8.4 hereof (except that if the Company Xxxxxx Express shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the CompanyXxxxxx Express, its directors or officers officers, directors, employees and any such controlling person agents shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 8.4 hereof.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder, its Affiliates and each Persontheir respective officers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyemployees, the “Registration Indemnified Parties”) managers, members, partners, designees and agents from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agreesCompany’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)8.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, such Registration Indemnified Party shall have the rights and duties given each Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder, its officers, directors, employees, managers, members, partners and each PersonAffiliates, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act such Selling Holder or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) such other indemnified Person from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agreesCompany’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)5.02(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company agrees to Each member of the Lorillard Group, jointly and severally, shall indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties and each Person, if any, who controls any member of the Genworth Loews Group within the meaning and each of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyits directors, the “Registration Indemnified Parties”) officers, and employees from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been was made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter Loews and furnished in writing to the Company by or on behalf of such underwriter Loews expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to Loews shall indemnify and hold harmless on an After-Tax Basis the Company Lorillard and each of its Subsidiaries and any of their respective directors or officers who sign any Registration Statementdirectors, officers, and employees from and against any person who controls and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Company within Registration Statement or Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Partystatements therein not misleading, but only insofar as such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with respect information relating to Loews and furnished in writing by Loews expressly for use in the information Registration Statement or Prospectus. (c) The parties agree that the statements set forth in a the Registration Statement, that Genworth agrees in writing was Statement and Prospectus under the following captions constitute the only information relating to Loews furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained Loews expressly for use in a the Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.Prospectus:

Registration Statement Indemnification. (a) The Company Agency Markets agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Liberty Mutual Affiliated Group and each Person, if anyperson, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses based on, arising out of of, resulting from or in connection with any Action based upon on, arising out of, pertaining to or in connection with any untrue statement or alleged untrue statement of a material fact contained in the IPO S-1 and any Registration Statement or Prospectus, or based on, arising out of of, pertaining to or based upon in connection with any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses are based on, arise out of of, pertain to or are based upon in connection with any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter a Registration Indemnitee furnished in writing to the Company Agency Markets by or on behalf of such underwriter Registration Indemnitee expressly for use in the Registration Statement IPO S-1 or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company Agency Markets and its Subsidiaries and any of their respective directors or officers who sign any Registration Statementthe IPO S-1, and any person who controls the Company Agency Markets within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company Agency Markets to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a relating to such Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished to Agency Markets by a member or on behalf of such Registration Indemnitee expressly for use in the Genworth Group, IPO S-1 or as agreed in writing by Genworth as provided by Section 6.4(a)(ii)Prospectus. For purposes of this Section 6.4(b3.2(b), any information relating to any underwriter that is contained in the IPO S-1 or a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesAgency Markets, any of their respective directors or officersits directors, any such officer or any such controlling person based on the IPO S-1 or any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), Section 3.2(b) such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company Agency Markets by Section 6.5 3.6 hereof (except that if the Company Agency Markets shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein therefor and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the CompanyAgency Markets, its directors or officers directors, any such officer and any such controlling person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 3.6 hereof.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder and each Personofficers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyemployees, the “Registration Indemnified Parties”) managers, members, partners and Affiliates from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein and except to the Registration Statement extent such Selling Holder or Prospectus. (b) Each Registration Indemnified Party agreesother indemnified Person is indemnified for such Losses pursuant to Section 6.1. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)6.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties AmerUs Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 7.9 hereof and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitees") from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to a Registration Indemnitee furnished in writing to the information set forth Company by or on behalf of such Registration Indemnitee expressly for use in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth GroupStatement or Prospectus, (ii) financial information, if any, provided by a Registration Indemnitee in writing to the information set forth Company expressly for use in any other the Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group or Prospectus; and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and Company, its Subsidiaries and any of their respective directors or directors, its officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified PartyIndemnitee, but only with respect to the (i) information set forth in a relating to such Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished to the Company by a member or on behalf of such Registration Indemnitee expressly for use in the Genworth GroupRegistration Indemnitee expressly for use in the Registration Statement or Prospectus and (ii) financial information, or as agreed if any, provided by such Registration Indemnitee in writing by Genworth as provided by Section 6.4(a)(ii)to the Company expressly for use in the Registration Statement or Prospectus. For purposes of this Section 6.4(b8.2(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesCompany, any of their respective directors or officersits directors, any such officer, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnity shall have the rights and duties given to the Company by Section 6.5 8.4 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s Indemnitee's expense), and the Company, its directors or officers directors, any such officer, and any such controlling person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 8.4 hereof.

Registration Statement Indemnification. (a) The Company Cal Dive agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Helix Indemnified Parties and each Person, if any, who controls any member of the Genworth Helix Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the IPO Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the extent such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished provided by a member of the Genworth Group, (ii) Helix Group expressly for use in the information set forth in any other IPO Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) or Prospectus or information relating to any underwriter furnished in writing to the Company Cal Dive by or on behalf of such underwriter expressly for use in the IPO Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, Helix agrees to indemnify and hold harmless on an After-Tax Basis the Company Cal Dive and its Subsidiaries and any of their respective directors or officers who sign any the IPO Registration Statement, and any person who controls the Company Cal Dive within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the IPO Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent as the foregoing indemnity from the Company to each Registration Indemnified Partystatements therein not misleading, but only to the extent that such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished provided by a Helix Group member of expressly for use in the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a IPO Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofProspectus.

Registration Statement Indemnification. (ai) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder, its officers, directors, employees, managers, members, partners and Affiliates, and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) underwriter in an Underwritten Offering from and against any and all Liabilities arising out losses, claims, damages, liabilities and expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) (collectively, the “Losses”) caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by (i) a Selling Holder or on behalf of such (ii) an underwriter expressly for use in the Registration Statement or Prospectustherein. (bii) Each Registration Indemnified Party agreesIn connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by applicable law, shall, severally and not jointly, to indemnify the Company, its directors, officers, employees and hold harmless on an After-Tax Basis the Company agents and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from ) the Company or such other indemnified Person and each underwriter in an Underwritten Offering against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to each Registration Indemnified Partybe stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only with respect to the extent that such untrue statement or omission is made in reliance upon the information set forth in a Registration Statement, that Genworth agrees furnished in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except such Selling Holder expressly for use therein; provided, however, that if each Selling Holder’s obligation to indemnify the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no Selling Holder shall have assumed be liable to the defense thereof, Company for amounts in excess of the lesser of (i) such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein apportionment and participate (ii) the net amount received by such holder in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given offering giving rise to such Registration Indemnified Party by Section 6.5 hereofliability.

Registration Statement Indemnification. (a) The Company Xxxxxxx Xxxxxx agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties Cendant and each Personits officers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act employees and agents (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or ProspectusOffering Document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to Cendant (other than the information set forth in the IPO Registration Statement, that Genworth agrees Xxxxxxx Xxxxxx business) furnished in writing was furnished to Xxxxxxx Xxxxxx by a member of Cendant relating to information specifically about Cendant (other than the Genworth Group, Xxxxxxx Xxxxxx business) in any Offering Document expressly for use in such Offering Document and (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company Xxxxxxx Xxxxxx by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectussuch Offering Document. (b) Each Registration Indemnified Party agrees, severally and not jointly, Cendant agrees to indemnify and hold harmless on an After-Tax Basis the Company Xxxxxxx Xxxxxx and its Subsidiaries officers, directors, employees and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actagents, to the same extent as the foregoing indemnity from the Company Xxxxxxx Xxxxxx to each Registration Indemnified PartyIndemnitee, but only with respect to (i) information relating to Cendant (other than the information set forth in a Registration Statement, that Genworth agrees Xxxxxxx Xxxxxx business) furnished in writing was furnished to Xxxxxxx Xxxxxx by a member of Cendant relating to information specifically about Cendant (other than the Genworth Group, or as agreed Xxxxxxx Xxxxxx business) expressly for use in writing by Genworth as provided by Section 6.4(a)(ii)any Offering Document. For purposes of this Section 6.4(b8.2(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus an Offering Document shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesXxxxxxx Xxxxxx, any of their respective directors or its directors, officers, employees or any such controlling person agents, based on any Registration Statement or Prospectus Offering Document and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company Xxxxxxx Xxxxxx by Section 6.5 8.4 hereof (except that if the Company Xxxxxxx Xxxxxx shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the CompanyXxxxxxx Xxxxxx, its directors or officers officers, directors, employees and any such controlling person agents shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 8.4 hereof.

Registration Statement Indemnification. (a) The Company Primerica agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Citigroup Affiliated Group and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses based on, arising out of of, resulting from or in connection with any Action based upon on, arising out of, pertaining to or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or based on, arising out of of, pertaining to or based upon in connection with any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses are based on, arise out of of, pertain to or are based upon in connection with any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to a Registration Indemnitee furnished in writing to Primerica by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus (all of which information is set forth in the IPO Registration Statementon Schedule I hereto), that Genworth agrees in writing was furnished by a member of the Genworth Group, and (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company Primerica or any of its Subsidiaries by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. Notwithstanding anything in this Agreement to the contrary, Primerica shall have no indemnification or contribution obligations to any member of the Citigroup Affiliated Group under this Section 6.5 and Section 6.6 of this Agreement in connection with any Action brought solely by any Investor Indemnitee against Citigroup or CIHC under the Securities Purchase Agreement. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company Primerica and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company Primerica within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company Primerica to each Registration Indemnified PartyIndemnitee, but only with respect to information relating to such Registration Indemnitee furnished in writing to Primerica by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus (all of which information is set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(iion Schedule I hereto). For purposes of this Section 6.4(b6.5(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesPrimerica, any of their respective directors or officersits directors, any such officer, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (bSection 6.5(b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company Primerica by Section 6.5 6.2 hereof (except that if the Company Primerica shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein therefor and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the CompanyPrimerica, its directors or officers directors, any such officer and any such controlling person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 6.2 hereof.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder, its officers, directors, employees, managers, members, partners and each PersonAffiliates, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act such Selling Holder or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) such other indemnified Person from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agreesCompany’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)6.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company Outdoor agrees to indemnify and hold harmless on an After-Tax Basis the Genworth CCU Indemnified Parties and each Person, if any, who controls any member of the Genworth CCU Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the IPO Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the extent such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished provided by a member of the Genworth Group, (ii) CCU Group expressly for use in the information set forth in any other IPO Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) or Prospectus or information relating to any underwriter furnished in writing to the Company Outdoor by or on behalf of such underwriter expressly for use in the IPO Registration Statement or Prospectus, all of which such statements that have been furnished by the CCU Group being set forth on Schedule 5.4(a) hereto. (b) Each Registration Indemnified Party agrees, severally and not jointly, CCU agrees to indemnify and hold harmless on an After-Tax Basis the Company Outdoor and its Subsidiaries and any of their respective directors or officers who sign any the IPO Registration Statement, and any person who controls the Company Outdoor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the IPO Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent as the foregoing indemnity from the Company to each Registration Indemnified Partystatements therein not misleading, but only to the extent that such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished provided by a CCU Group member of expressly for use in the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a IPO Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its SubsidiariesProspectus, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect all of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall statements that have been furnished by the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofCCU Group being set forth on Schedule 5.4(a) hereto.

Registration Statement Indemnification. (a) The Company agrees to HLI shall indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties full extent permitted by law, The Hartford and its Subsidiaries (other than any of the HLI Affiliated Group) in respect of the Registration Statement and Prospectus in connection with the Initial Public Offering, Holders of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, employees and agents of each Personof them, if any, each Person who controls any member of the Genworth Group them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, employees and agents of each such controlling Person (collectivelyeach, the “a "Registration Indemnified Parties”) Indemnitee"), from and against any and all Liabilities Indemnifiable Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same is based 48 on written information furnished to HLI by or on behalf of any Registration Indemnitee specifically for inclusion therein; provided, however, that HLI shall not be liable to any such Liabilities Registration Indemnitee to the extent that any such Indemnifiable Losses arise out of or are based upon any an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any preliminary prospectus if (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was having previously been furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of HLI with copies of the Prospectus, such underwriter expressly for use Registration Indemnitee failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Registration Indemnitee to the Person asserting the claim from which such Losses arise and (ii) the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further that HLI shall not be liable in any such case to the extent that any such Indemnifiable Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of HLI with copies of the Prospectus as so amended or supplemented, such Registration Statement Indemnitee thereafter fails to deliver such Prospectus as so amended or Prospectussupplemented, prior to or concurrently with the sale of Registrable Securities. This indemnity agreement will be in addition to any liability that HLI may otherwise have. (b) Each In connection with any Registration Indemnified Party agreesStatement in which a Holder is participating, severally such Holder shall furnish to HLI in writing such information as HLI reasonably requests in connection with such Registration Statement or the related Prospectus and not jointly, to shall indemnify and hold harmless on an After-Tax Basis harmless, to the Company full extent permitted by law, HLI, its officers, directors, employees and its Subsidiaries and any of their respective directors or officers who sign any Registration Statementagents, and any person each Person who controls the Company HLI (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, employees or agents of such controlling Persons, to the same extent as the foregoing indemnity from the Company HLI to each Registration Indemnified PartyIndemnitee described in Section 9.02(a), but only with respect reference to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any written information relating to any underwriter that is contained in a Registration Statement such Holder furnished to HLI by or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any on behalf of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate Holder specifically for inclusion in the defense thereof, but documents referred to in the fees and expenses of such counsel shall foregoing indemnity. This indemnity agreement will be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and in addition to any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.liability which any Holder may otherwise have. 49

Registration Statement Indemnification. (a) The Company agrees to shall indemnify and hold harmless on an After-Tax Basis each Selling Stockholder (as defined in Annex A), the Genworth Indemnified Parties officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each Personof them, if any, each Person who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act such Selling Stockholder (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the same fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement, any prospectus in a Resale Registration Statement (each, a “Prospectus”) or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the foregoing indemnity from statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreement, except to each Registration Indemnified Partythe extent, but only with respect to the information set forth in a Registration Statementextent, that Genworth agrees (i) such untrue statements or omissions are based solely upon information regarding such Selling Stockholder furnished in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof such Selling Stockholder expressly for use therein, or to the extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (except it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall have assumed notify the defense thereofSelling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Registration Indemnified Party indemnified person and shall survive the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreement. Capitalized terms used and not be required to, but may, employ separate counsel therein and participate otherwise defined herein that are defined in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.Securities Purchase

Registration Statement Indemnification. (ai) The Company agrees to Acquirer shall indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties Stockholder, against all claims, losses, damages and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, losses, damages and liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under Table of Contents which they were made) not misleading; and shall reimburse Stockholder for any reasonable legal or other expenses reasonably incurred by him in connection with investigating or defending any such claims, except insofar as such Liabilities arise out of losses, damages and liabilities (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with respect thereof); provided, however, that the Acquirer shall not be required to provide indemnification pursuant to this Section 6.12(i); (i) where the information set forth claims, losses, damages and liabilities (or actions in the IPO Registration Statement, that Genworth agrees in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company Acquirer by Stockholder expressly for use therein, (ii) where the claims, losses, damages and liabilities (or actions in respect thereof) are caused by such holder’s failure to deliver a copy of the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Acquirer has furnished Stockholder with the same prior to any written confirmation of the sale of Registrable Securities or (iii) offers or sales effected by or on behalf of Stockholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or Prospectus. (bRule 405) Each Registration Indemnified Party agrees, severally and that was not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed authorized in writing by Genworth as provided by Section 6.4(a)(ii)the Acquirer. For purposes of this Section 6.4(b), any information relating This indemnity shall be in addition to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against liability the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity Acquirer may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofotherwise have.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth GECC agrees in writing was furnished by a member of the Genworth GE Group, (ii) the information set forth in any other Registration Statement that Genworth GECC agrees in writing was furnished by a member of the Genworth GE Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, is described on Schedule 6.4 or as agreed in writing by Genworth GECC as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder, its officers, directors, employees, managers, members, partners and each PersonAffiliates, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act such Selling Holder or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) such other indemnified Person from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agreesCompany’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)7.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (ai) The Company agrees to Parent will indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Seller Indemnitee against any Losses and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of Liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, Losses and Liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Seller Indemnitees for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such claims, except insofar as such Losses and Liabilities arise out of (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statementrespect thereof); provided, however, that Genworth agrees Parent shall not be required to provide indemnification pursuant to this Section 5.15(j)(i): (A) where the claims, Losses and Liabilities (or actions in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to Parent by Seller (or its representative) or approved by Seller (or its Representative) expressly for use therein; (B) where the Company claims, Losses and Liabilities (or actions in respect thereof) are caused by Seller’s failure to deliver a copy of such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable Law to be so delivered); or (C) where the claims, Losses and Liabilities (or actions in respect thereof) relate to offers or sales effected by or on behalf of Seller “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or ProspectusRule 405) that was not authorized in writing by Parent. This indemnity shall be in addition to any liability Parent may otherwise have. (bii) Each Registration Indemnified Party agrees, severally and not jointly, to Seller will indemnify and hold harmless the Parent and Acquisition Sub, each legal counsel and each underwriter, broker or other Person acting on an After-Tax Basis behalf of the Company holders of Registrable Securities and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Affiliate who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as ) any of the foregoing indemnity Persons against all claims, Losses and Liabilities (or actions in respect thereof) resulting from (A) Seller’s failure to comply with the Company to each Registration Indemnified Partyprospectus delivery requirements of the Securities Act, but only with respect to the information set forth or (B) any untrue or alleged untrue statement of material fact contained in a Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that Genworth agrees such untrue statement or omission is in writing and was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as either provided by Section 6.4(a)(iiSeller (or its representative) or approved by Seller (or its Representative) expressly for use in any Registration Statement, prospectus, preliminary prospectus, free writing prospectus or amendment or supplement thereto; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such claims, Losses and Liabilities (or actions in respect thereof). For purposes of this Section 6.4(b), any information relating This indemnity shall be in addition to any underwriter that is contained in a Registration Statement or Prospectus shall liability Seller may otherwise have, and shall, for the avoidance of doubt not be deemed subject to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofArticle VII.

Registration Statement Indemnification. (a) The Company OWW agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Travelport Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 5.9 hereof and each Person, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO relating to a Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished by a to any member of the Genworth GroupOWW Affiliated Group by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus, and (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to any member of the Company OWW Affiliated Group by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis each member of the Company and its Subsidiaries OWW Affiliated Group and any of their respective directors or officers who sign any Registration Statement, and any person Person who controls the Company OWW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company OWW to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a relating to such Registration Statement, that Genworth agrees Indemnitee furnished in writing was furnished by a to any member of the Genworth Group, OWW Affiliated Group by or as agreed on behalf of such Registration Indemnitee expressly for use in writing by Genworth as provided by Section 6.4(a)(ii)any Registration Statement or Prospectus. For purposes of this Section 6.4(b6.2(b), any information relating to any underwriter that is contained in a Registration Statement 38 or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyIndemnitee. If any Action shall be brought against the Company or its SubsidiariesOWW, any of their respective directors or officersits directors, any such officer, or any such controlling person Person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company OWW by Section 6.5 6.4 hereof (except that if the Company OWW shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the CompanyOWW, its directors or officers directors, any such officer, and any such controlling person Person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 6.4 hereof.

Registration Statement Indemnification. (a) The Company Purchaser agrees to indemnify and hold harmless on an Aftereach Non-Tax Basis the Genworth Indemnified Parties Trust Selling Stockholder and each PersonTrustee on behalf of its Trust from and against any losses, if anyclaims, who controls any member of the Genworth Group within the meaning of Section 15 of damages or liabilities (or actions or proceedings in respect thereof) to which such Non-Trust Selling Stockholder or Trustee may become subject (under the Securities Act or Section 20 of the Exchange Act otherwise) 35. 42 insofar as such losses, claims, damages or liabilities (collectivelyor actions or proceedings in respect thereof) arise out of, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement on the effective date thereof or Prospectus, or arising out of or based upon any the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, except insofar as such Liabilities or arise out of any failure by the Purchaser to fulfill any undertaking included in the Registration Statement, and the Purchaser will reimburse such Non-Trust Selling Stockholder or are Trustee for any reasonable legal or other expenses incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Purchaser shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon any (i) an untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in the Registration Statement in reliance upon and in conformity with (i) the written information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company Purchaser by or on behalf of such underwriter expressly Non-Trust Selling Stockholder or Trustee (or the Trust Selling Stockholder applicable to such Trustee) specifically for use in preparation of the Registration Statement Statement, (ii) the failure of such Non-Trust Selling Stockholder or ProspectusTrustee to comply with the covenants and agreements contained in Section 5.8 hereof, or (iii) any statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to such Non-Trust Selling Stockholder or Trustee (or the Trust Selling Stockholder applicable to such Trustee) prior to the pertinent sale or sales by such Non-Trust Selling Stockholder or Trustee. (b) Each Registration Indemnified Party agreesSelling Stockholder, severally and not jointly, agrees to indemnify and hold harmless on an After-Tax Basis the Company Purchaser from and its Subsidiaries and against any of their respective directors losses, claims, damages or officers who sign any Registration Statement, and any person who controls liabilities (or actions or proceedings in respect thereof) to which the Company within the meaning of Section 15 of Purchaser may become subject (under the Securities Act or Section 20 of otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon an untrue statement made in the Exchange ActRegistration Statement in reliance upon and in conformity with written information furnished by such Selling Stockholder or, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to either Trust Selling Stockholder, the information set forth Trustee on behalf of its Trust in a the Registration Statement Questionnaire (the form of which is attached hereto as Exhibit I) for use in preparation of the Registration Statement; provided, however, that Genworth agrees no Selling Stockholder shall be liable in writing was furnished any such case for any untrue statement included in any prospectus which statement has been corrected, in writing, by a member such Selling Stockholder or, with respect to either Trust Selling Stockholder, the Trustee on behalf of its Trust and delivered to the Purchaser before the sale from which such loss occurred, and each Selling Stockholder, severally and not jointly, will reimburse the Purchaser for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, further, however, that in no event shall any indemnity under this Section 5.7(b) exceed the portion of the Genworth GroupAggregate Share Purchase Price received by the applicable Selling Stockholder, or as agreed in writing or, with respect to either Trust Selling Stockholder, the Trustee on behalf of its Trust, from the sale of the Shares. (c) Promptly after receipt by Genworth as provided by Section 6.4(a)(ii). For purposes any indemnified person of this Section 6.4(b), a notice of a claim to the beginning of any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and action in respect of which indemnity may is to be sought against a Registration Indemnified Party an indemnifying person pursuant to this paragraph (b)Section 5.7, such Registration Indemnified Party indemnified person shall have notify the rights indemnifying person in writing of such claim or of the commencement of such action, and duties given subject to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereofprovisions hereinafter stated, in case any such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel action shall be at such Registration Indemnified Party’s expense), brought against an indemnified person and the Company, its directors or officers and any such controlling indemnifying person shall have been notified thereof, the rights and duties given indemnifying person shall be entitled to such Registration Indemnified Party by Section 6.5 hereof.participate therein, and, to the extent that it shall wish, to

Registration Statement Indemnification. (a) The Notwithstanding anything to the contrary in this Agreement, the parties agree that their respective obligations under Section 5.11 of this Agreement and the registration of the shares of the Parent Common Stock provided for therein shall be subject to the following indemnification provisions and not to the other provisions of this Article VI. (b) To the extent permitted by law, Parent will indemnify each Company agrees to indemnify Shareholder, each of its officers and hold harmless on an After-Tax Basis the Genworth Indemnified Parties directors and each Personperson controlling such Company Shareholder with the meaning of the Securities Act, and each underwriter, if any, and each person who controls any member of the Genworth Group underwriter within the meaning of Section 15 of the Securities Act Act, against all claims, losses, damages or Section 20 of the Exchange Act liabilities (collectivelyor actions in respect thereof), the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement registration statement, prospectus, offering circular or Prospectusother document filed pursuant to Section 5.11 hereof, or arising out of any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, except insofar as or any violation by Parent of the Securities Act or the Exchange Act or any other federal or state rule or regulation applicable to Parent in connection with any such Liabilities arise registration, qualification or compliance, and Parent will reimburse each such Company Shareholder and each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided, however, that the indemnity agreement contained in this Section 6.3 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld), nor shall Parent be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or are is based upon on any untrue statement or omission or alleged untrue statement or omission which has been omission, made therein or omitted therefrom in reliance upon and in conformity with (i) information furnished to Parent, controlling person or underwriter specifically for use therein, or the information set forth in the IPO Registration Statement, failure of such Company Shareholder to deliver a Prospectus that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing delivered to the Company Stockholder prior to a sale or sales by or on behalf of such underwriter expressly for use in the Registration Statement or ProspectusCompany Shareholder. (bc) Each Registration Indemnified Party agreesCompany Shareholder will, severally and not jointly, indemnify Parent, each of its directors and officers, each underwriter, if any, of Parent's securities covered by such a registration statement, prospectus, offering circular or other document filed pursuant to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration StatementSection 5.11 hereof, and any each person who controls the Company Parent or such underwriter within the meaning of Section 15 the Securities Act, and each other Company Shareholder, each of its officers, directors, partners and each person controlling such Company Shareholder within the meaning of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Company Shareholder of the Securities Act or Section 20 of the Exchange ActAct or any other federal or state rule or regulation applicable to such Company Shareholder in connection with such registration, qualification, or compliance, and will reimburse Parent, such Company Shareholder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Partyextent, but only with respect to the information set forth in a Registration Statementextent, that Genworth agrees such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in writing was such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with information furnished to Parent by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofShareholder.

Registration Statement Indemnification. (ai) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by Law, each Selling Holder and each Personits Affiliates and its and their respective officers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyemployees, the “Registration Indemnified Parties”) managers, members, and partners, from and against any and all Liabilities arising out losses, claims, damages, liabilities, judgments and expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) (collectively, the “Losses”) caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a any material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, any prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by (x) a Selling Holder or on behalf of such (y) an underwriter expressly for use in the Registration Statement or Prospectustherein. (bii) Each Registration Indemnified Party agreesIn connection with any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the fullest extent permitted by Law, shall, severally and not jointly, to indemnify the Company, its directors, officers, employees and hold harmless on an After-Tax Basis the Company agents and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from ) the Company or such other indemnified Person and each underwriter in an Underwritten Offering against all Losses caused by any untrue statement of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to each Registration Indemnified Partybe stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only with respect to the extent that such untrue statement or omission is made in reliance upon the information set forth in a Registration Statement, that Genworth agrees furnished in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except such Selling Holder expressly for use therein, it being understood that if such information shall be limited to the name and beneficial ownership information relating to such Selling Holder. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company shall have assumed for amounts in excess of the defense thereof, lesser of (x) such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein Selling Holder’s apportionment of such liability and participate (y) the net amount received by such holder in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given offering giving rise to such Registration Indemnified Party by Section 6.5 hereofliability.

Registration Statement Indemnification. (a) The Company agrees to Each member of the Lorillard Group, jointly and severally, shall indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties and each Person, if any, who controls any member of the Genworth Loews Group within the meaning and each of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyits directors, the “Registration Indemnified Parties”) officers, and employees from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been was made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter Loews and furnished in writing to the Company by or on behalf of such underwriter Loews expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to Loews shall indemnify and hold harmless on an After-Tax Basis the Company Lorillard and each of its Subsidiaries and any of their respective directors or officers who sign any Registration Statementdirectors, officers, and employees from and against any person who controls and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Company within Registration Statement or Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the meaning statements therein not misleading, but only insofar as such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information relating to Loews and furnished in writing by Loews expressly for use in the Registration Statement or Prospectus. (c) The parties agree that the statements set forth in the Registration Statement and Prospectus under the following captions constitute the only information relating to Loews furnished in writing by Loews expressly for use in the Registration Statement or Prospectus: (i) “Summary—Loews”,—The Carolina Group” and “The Redemption”; (ii) “Transaction Background”; (iii) “The Redemption”, excluding “-Listing and Trading of Section 15 Lorillard Common Stock”; (iv) “Market Price of and Dividends on Common Equity and Related Matters—Historical Market Value of Loews Common Stock”, “—Historical Market Value of Carolina Group Stock” and “—Holders”; (v) “Documents Incorporated by Reference”; (vi) “Loews Corporation and Subsidiaries Pro Forma Financial Information”; (vii) the cover page of the Securities Act or Section 20 Offer to Exchange; (viii) “Questions and Answers About the Exchange Offer”; (ix) “Summary—The Exchange Offer”, “—Effects of the Separation on Loews” and “—Summary Pro Forma Financial Information of Loews”; (x) “Risk Factors Relating to the Exchange Offer”; (xi) “Terms of the Exchange ActOffer”; (xii) “Contingent Dividend Distribution”; (xiii) “Transactions Concerning Loews Common Stock”; (xiv) “Comparison of Rights of Holders of Loews Common Stock and Lorillard Common Stock”, to except for the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member description of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes Lorillard common stock; (xv) “Capitalization of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph Loews” and, (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofxvi) “Certain U.S. Federal Income Tax Consequences”.

Registration Statement Indemnification. (a) The Company agrees to Brands shall indemnify and hold harmless on an After-Tax Basis the Genworth Alon USA Indemnified Parties and each Person, if any, who controls any member of the Genworth Alon USA Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the IPO Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the extent such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished provided by a member of the Genworth Group, (ii) Alon USA Group expressly for use in the information set forth in any other IPO Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) or Prospectus or information relating to any underwriter furnished in writing to the Company Brands by or on behalf of such underwriter expressly for use in the IPO Registration Statement or Prospectus, all of such statements that have been furnished by the Alon USA Group being set forth on Schedule 5.4(a) hereto. (b) Each Registration Indemnified Party agrees, severally and not jointly, to Alon USA shall indemnify and hold harmless on an After-Tax Basis the Company Brands and its Subsidiaries and any of their respective directors or officers who sign any the IPO Registration Statement, and any person who controls the Company Brands within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the IPO Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent as the foregoing indemnity from the Company to each Registration Indemnified Partystatements therein not misleading, but only to the extent that such Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained an Alon USA Group member expressly for use in a the IPO Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its SubsidiariesProspectus, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses all of such counsel shall be at such Registration Indemnified Party’s expense), and statements that have been furnished by the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofAlon USA Group being set forth on Schedule 5.4(a) hereto.

Registration Statement Indemnification. (ai) The Company agrees to Parent will indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Stockholder Indemnitee against any Damages and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of Liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, Damages and Liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Stockholder Indemnitees for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such claims, except insofar as such Damages and Liabilities arise out of (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statementrespect thereof); provided, however, that Genworth agrees Parent shall not be required to provide indemnification pursuant to this Section 5.6(j)(i): (A) where the claims, Damages and Liabilities (or actions in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to Parent by a Stockholder (or its representative) or approved by a Stockholder (or its Representative) expressly for use therein; (B) where the Company claims, Damages and Liabilities (or actions in respect thereof) are caused by a Stockholder’s failure to deliver a copy of the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable Law to be so delivered); or (C) where the claims, Damages and Liabilities (or actions in respect thereof) relate to offers or sales effected by or on behalf of any Stockholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or ProspectusRule 405) that was not authorized in writing by Parent. This indemnity shall be in addition to any liability Parent may otherwise have. (bii) Each Registration Indemnified Party agreesThe Stockholders will, severally jointly and not jointlyseverally, to indemnify and hold harmless the Parent and Merger Sub, each legal counsel and each underwriter, broker or other Person acting on an After-Tax Basis behalf of the Company holders of Registrable Securities and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Affiliate who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as ) any of the foregoing indemnity Persons against all claims, Damages and Liabilities (or actions in respect thereof) resulting from (A) such Stockholder’s failure to comply with the Company prospectus delivery requirements of the Securities Act, or (B) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to each Registration Indemnified Partybe stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only with respect to the information set forth extent that such untrue statement or omission is in a writing and was either provided by such Stockholder (or its representative) or approved by such Stockholder (or its Representative) expressly for use in any Registration Statement, that Genworth agrees prospectus, preliminary prospectus, free writing prospectus or amendment or supplement thereto; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in writing was furnished by a member of the Genworth Groupconnection with investigating or defending any such claims, Damages and Liabilities (or as agreed actions in writing by Genworth as provided by Section 6.4(a)(iirespect thereof). For purposes of this Section 6.4(b), any information relating This indemnity shall be in addition to any underwriter that is contained in a Registration Statement or Prospectus shall liability the Stockholders may otherwise have, and shall, for the avoidance of doubt not be deemed subject to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof9.

Registration Statement Indemnification. (ai) The Company agrees to will indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Holder Indemnitee against any and each Personall losses, if anyclaims, who controls any member of the Genworth Group within the meaning of Section 15 of damages, liabilities, costs and expenses (collectively, “Losses”) to which he may become subject under the Securities Act or Section 20 of the Exchange Act (collectivelyotherwise, the “Registration Indemnified Parties”) from and against any and all Liabilities arising insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405) or Prospectus, any amendment thereof or arising out of supplement thereto or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Holder Indemnitees for any actual and documented legal or other expenses reasonably incurred by them in connection with investigating or defending any such Losses; provided, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statementhowever, that Genworth agrees in writing was furnished the Company shall not be required to provide indemnification pursuant to this Section 18(j)(i): (A) where the Losses are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by the Holder (or its representative) or approved by a the Holder (or its representative) expressly for use therein; (B) where the Losses are caused by the Holder’s failure to deliver a copy of such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405) or any amendments or supplements thereto (if the same was required by applicable Law to be so delivered); or (C) where the Losses relate to offers or sales effected by or on behalf of such underwriter expressly for use the Holder “by means of” (as defined in Rule 159A under the Registration Statement Securities Act or Prospectusany successor rule thereto) a “free writing prospectus” (as defined in Rule 405) that was not authorized in writing by the Company. This indemnity shall be in addition to any liability the Company may otherwise have. (bii) Each Registration Indemnified Party agrees, severally and not jointly, to The Holder will indemnify and hold harmless the Company, the Company’s directors, officers, agents, employees and legal counsel, each underwriter, broker or other Person acting on an After-Tax Basis behalf of the Company holders of Registrable Securities and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Affiliate who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as ) any of the foregoing indemnity Persons against all Losses resulting from (A) the Company Holder’s failure to each comply with the prospectus delivery requirements of the Securities Act, or (B) any untrue or alleged untrue statement of material fact contained in the Registration Indemnified PartyStatement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only with respect to the information set forth extent that such untrue statement or omission is in a writing and was either provided by the Holder (or its representative) or approved by the Holder (or its representative) expressly for use in any Registration Statement, that Genworth agrees prospectus, preliminary prospectus, free writing prospectus or amendment or supplement thereto; and shall reimburse such Persons for any actual and documented legal or other expenses reasonably incurred by any of them in writing was furnished by a member of the Genworth Group, connection with investigating or as agreed defending any such Losses. This indemnity shall be in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating addition to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against liability the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity Holder may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofotherwise have.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties KPC Parties, and each Personperson, if any, who controls any member of the Genworth Group KPC Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses (as defined below) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter an Indemnitee furnished in writing to the Company by or on behalf of such underwriter Indemnitee expressly for use in the Registration Statement or Prospectus. As used herein, the term “Losses” means any and all costs and expenses (including, without limitation, attorneys’ fees, interest, penalties, costs of investigation or preparation for defense), judgments, fines, losses, damages, fixed and contingent liabilities whether known or unknown, demands, assessments and amounts paid in settlement in respect of any Action (as defined in the Intercompany Agreement). (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and Company, its Subsidiaries and any of their respective directors or directors, its officers who sign any the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained such Indemnitee furnished in a writing to the Company by or on behalf of such Indemnitee expressly for use in the Registration Statement or Prospectus Prospectus, provided that no Indemnitee shall not be deemed liable pursuant to be information relating this Section 6.1(b) for any amount in excess of the net proceeds (if any) received by SFIC Holdings from the sale of the SFIC Holdings Shares (if any) by it pursuant to a Registration Indemnified Partythis Agreement. If any Action shall be brought against the Company or its SubsidiariesCompany, any of their respective directors or officersits directors, any such officer, or any such controlling person based on any the Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party an Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company by Section 6.5 hereof 6.3 (except that if the Company shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the Company, its directors or officers directors, any such officer, and any such controlling person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 6.3 hereof.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth GECC agrees in writing was furnished by a member of the Genworth GE Group, (ii) the information set forth in any other Registration Statement that Genworth GECC agrees in writing was furnished by a member of the Genworth GE Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth GECC agrees in writing was furnished by a member of the Genworth GE Group, or as agreed in writing by Genworth GECC as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.

Registration Statement Indemnification. (a) The Company agrees to shall indemnify and hold harmless on an After-Tax Basis each Selling Stockholder (as defined in Annex A), the Genworth Indemnified Parties officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of common stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each Personof them, if any, each Person who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act such Selling Stockholder (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the same fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement, any prospectus in a Resale Registration Statement (each, a “Prospectus”) or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the foregoing indemnity from statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Section 3.5 of the Subscription Agreement, except to each Registration Indemnified Partythe extent, but only with respect to the information set forth in a Registration Statementextent, that Genworth agrees (i) such untrue statements or omissions are based solely upon information regarding such Selling Stockholder furnished in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof such Selling Stockholder expressly for use therein, or to the extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (except it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective or otherwise unavailable Prospectus after the Company shall has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have assumed the defense thereofbeen supplemented or amended) may be resumed. As used herein, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.a “

Registration Statement Indemnification. (a) The Company agrees to Divco shall indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties and each Person, if any, who controls any member of the Genworth SkyTerra Group within the meaning of Section 15 and each of the Securities Act or Section 20 officers, directors, employees and agents of each member of the Exchange Act SkyTerra Group (collectively, the “"Registration Indemnified Parties”Indemnitees") from and against any and all Liabilities Losses arising out of or based upon any Offering Document, including any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or ProspectusOffering Document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter MSV or TerreStar furnished in writing to the Company Divco by or on behalf of such underwriter expressly for use MSV or TerreStar or (ii) financial information, if any, provided by or on behalf of MSV or TerreStar in the Registration Statement or Prospectuswriting to Divco. (b) Each Registration Indemnified Party agrees, severally and not jointly, to SkyTerra shall indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 each member of the Securities Act or Section 20 Divco Group and each of the Exchange Actofficers, directors, employees and agents of each member of the Divco Group, to the same extent as the foregoing indemnity from the Company Divco to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any (i) information relating to any underwriter that is contained MSV or TerreStar furnished in a Registration Statement writing to Divco by or Prospectus shall not be deemed on behalf of MSV or TerreStar and (ii) financial information, if any, provided by MSV or TerreStar in writing to be information relating to a Registration Indemnified PartyDivco. If any Action shall be brought against the Company or its SubsidiariesDivco, any of their respective directors or its directors, officers, employees or any such controlling person agents based on any Registration Statement or Prospectus Offering Document and in respect of which indemnity may be sought against a Registration Indemnified Party SkyTerra pursuant to this paragraph (b), such Registration Indemnified Party SkyTerra shall have the rights and duties given to the Company Divco by Section 6.5 11.4 hereof (except that if the Company Divco shall have assumed the defense thereof, such Registration Indemnified Party thereof SkyTerra shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s SkyTerra's expense), and the CompanyDivco, its directors or officers directors, officers, employees and any such controlling person agents shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 11.4 hereof.

Registration Statement Indemnification. (a) The Company NFS -------------------------------------- agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties Nationwide Affiliated Group, each Transferee and each Person, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitee") from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter a Registration Indemnitee furnished in writing to the Company NFS by or on behalf of such underwriter Registration Indemnitee expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and NFS, its Subsidiaries and any of their respective directors or directors, its officers who sign any Registration Statement, and any person who controls the Company NFS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company NFS to each Registration Indemnified PartyIndemnitee provided in Section 8.2(a), but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained such Registration Indemnitee furnished in a writing to NFS by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyProspectus. If any Action shall be brought against the Company or its SubsidiariesNFS, any of their respective directors or officersits directors, any such officer, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company NFS by Section 6.5 Sections 8.3-8.5 hereof (except that if the Company NFS shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s Indemnitee's expense), and the CompanyNFS, its directors or officers directors, any such officer, and any such controlling person shall have the rights and duties given to such the Registration Indemnified Party Indemnitee by Section 6.5 Article VIII hereof.

Registration Statement Indemnification. (ai) The Company agrees to Purchaser shall indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Seller Person and each such Seller Person’s officers, directors, managers, members, partners, shareholders and Affiliates and each other controlling Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of foregoing Persons, against all claims, losses, damages and liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, losses, damages and liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Seller Persons for any reasonable legal or other expenses reasonably incurred by him in connection with investigating or defending any such claims, except insofar as such Liabilities arise out of losses, damages and liabilities (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with respect thereof); provided, however, that the Purchaser shall not be required to provide indemnification pursuant to this Section 8.10(i); (i) where the information set forth claims, losses, damages and liabilities (or actions in the IPO Registration Statement, that Genworth agrees in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company Parent by Seller Persons expressly for use therein, (ii) where the claims, losses, damages and liabilities (or actions in respect thereof) are caused by such Selling Person’s failure to deliver a copy of the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Parent has furnished Seller Persons with the same prior to any written confirmation of the sale of Registrable Securities or (iii) offers or sales effected by or on behalf of Seller Persons “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or Prospectus. (bRule 405) Each Registration Indemnified Party agrees, severally and that was not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed authorized in writing by Genworth as provided by Section 6.4(a)(ii)the Parent. For purposes of this Section 6.4(b), any information relating This indemnity shall be in addition to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against liability the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity Parent may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofotherwise have.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties fullest extent permitted by law, each Selling Holder and each Personofficers, if anydirectors, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyemployees, the “Registration Indemnified Parties”) managers, members, partners and Affiliates from and against any and all Liabilities arising out of Losses caused by, resulting from or based upon relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement or registration statement, any Issuer Free Writing Prospectus, prospectus or arising out of preliminary prospectus or based upon any amendment thereof or supplement thereto or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or the same are based upon caused by any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter Selling Holder expressly for use in therein and except to the Registration Statement extent such Selling Holder or Prospectus. (b) Each Registration Indemnified Party agreesother indemnified Person is indemnified for such Losses pursuant to Section 7.1. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company shall also indemnify such underwriters, their officers, directors, employees and its Subsidiaries agents and any of their respective directors or officers who sign any Registration Statement, and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, ) such underwriters or such other indemnified Person to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only provided above with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member indemnification (and exceptions thereto) of the Genworth Group, or as agreed in writing holders of Registrable Securities being sold. Reimbursements payable pursuant to the indemnification contemplated by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b)7.2(a) will be made by periodic payments during the course of any investigation or defense, any information relating to any underwriter that is contained in a Registration Statement as and when bills are received or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph expenses incurred. (b)) In connection with any registration statement in which a holder of Registrable Securities is participating, each such Registration Indemnified Party shall have the rights and duties given Selling Holder will furnish to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by Section 6.5 hereof (except that if the Company shall have assumed the defense thereoflaw, such Registration Indemnified Party shall shall, severally and not be required tojointly, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and indemnify the Company, its directors directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or officers such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the registration statement, Issuer Free Writing Prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and any contained in such controlling person shall have information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the rights and duties given Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Registration Indemnified Party registration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by Section 6.5 hereofsuch holder in the offering giving rise to such liability.

Registration Statement Indemnification. (a) The Company agrees to IBC shall indemnify and hold harmless on an After-Tax Basis harmless, to the Genworth Indemnified Parties full extent permitted by law, CBS and its Subsidiaries (other than any of the IBC Affiliated Group) in respect of the Registration Statement and Prospectus in connection with the Initial Public Offering, Holders of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, employees and agents of each Personof them, if any, each Person who controls any member of the Genworth Group them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, employees and agents of each such controlling Person (collectivelyeach, the “a "Registration Indemnified Parties”) Indemnitee"), from and against any and all Liabilities Indemnifiable Losses arising out of or based upon any untrue 50 45 statement or alleged untrue statement of a material fact contained in any such Registration Statement or Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same is based on written information furnished to IBC by or on behalf of any Registration Indemnitee specifically for inclusion therein; provided, however, that IBC shall not be liable to any such Liabilities Registration Indemnitee to the extent that any such Indemnifiable Losses arise out of or are based upon any an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any preliminary prospectus if (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was having previously been furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of IBC with copies of the Prospectus, such Registration Indemnitee (or any underwriter expressly for use such Registration Indemnitee) failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Registration Indemnitee to the Person asserting the claim from which such Indemnifiable Losses arise and (ii) the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further that IBC shall not be liable in any such case to the extent that any such Indemnifiable Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of IBC with copies of the Prospectus as so amended or supplemented, such Registration Statement Indemnitee (or Prospectusany underwriter for such Registration Indemnitee) thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. This indemnity agreement will be in addition to any liability that IBC may otherwise have. (b) Each In connection with any Registration Indemnified Party agreesStatement in which a Holder is participating, severally such Holder shall furnish to IBC in writing such information as IBC reasonably requests in connection with such Registration Statement or the related Prospectus and not jointly, to shall indemnify and hold harmless on an After-Tax Basis harm less, to the Company full extent permitted by law, IBC, its officers, directors, employees and its Subsidiaries and any of their respective directors or officers who sign any Registration Statementagents, and any person each Person who controls the Company IBC (within the meaning of Section 15 of the 51 46 Securities Act or Section 20 of the Exchange Act) and the officers, directors, employees or agents of such controlling Persons, to the same extent as the foregoing indemnity from the Company IBC to each Registration Indemnified PartyIndemnitee described in Section 9.02(a), but only with respect reference to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any written information relating to any underwriter that is contained in a Registration Statement such Holder furnished to IBC by or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any on behalf of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate Holder specifically for inclusion in the defense thereof, but documents referred to in the fees and expenses of such counsel shall foregoing indemnity. This indemnity agreement will be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and in addition to any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofliability which any Holder may otherwise have.

Registration Statement Indemnification. (ai) The Company agrees to Parent will indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Shareholder Indemnitee against any Losses and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of Liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, Losses and Liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Shareholder Indemnitees for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such claims, except insofar as such Losses and Liabilities arise out of (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statementrespect thereof); provided, however, that Genworth agrees Parent shall not be required to provide indemnification pursuant to this Section 6.6(j)(i): (A) where the claims, Losses and Liabilities (or actions in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to Parent by a Company Equityholder (or its representative) or approved by a Company Equityholder (or its Representative) expressly for use therein; (B) where the claims, Losses and Liabilities (or actions in respect thereof) are caused by a Company Equityholder’s failure to deliver a copy of such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable Law to be so delivered); or (C) where the claims, Losses and Liabilities (or actions in respect thereof) relate to offers or sales effected by or on behalf of any Company Equityholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or ProspectusRule 405) that was not authorized in writing by Parent. This indemnity shall be in addition to any liability Parent may otherwise have. (bii) Each Registration Indemnified Party agreesCompany Equityholder will, severally and not jointly, to indemnify and hold harmless the Parent and Merger Sub, each legal counsel and each underwriter, broker or other Person acting on an After-Tax Basis behalf of the Company holders of Registrable Securities and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Affiliate who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as ) any of the foregoing indemnity Persons against all claims, Losses and Liabilities (or actions in respect thereof) resulting from (A) such Company Equityholder’s failure to comply with the Company to each Registration Indemnified Partyprospectus delivery requirements of the Securities Act, but only with respect to the information set forth or (B) any untrue or alleged untrue statement of material fact contained in a Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that Genworth agrees such untrue statement or omission is in writing and was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as either provided by Section 6.4(a)(iisuch Company Equityholder (or its representative) or approved by such Company Equityholder (or its Representative) expressly for use in any Registration Statement, prospectus, preliminary prospectus, free writing prospectus or amendment or supplement thereto; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such claims, Losses and Liabilities (or actions in respect thereof). For purposes of this Section 6.4(b), any information relating This indemnity shall be in addition to any underwriter that is contained in a Registration Statement or Prospectus shall liability the Company Equityholders may otherwise have, and shall, for the avoidance of doubt not be deemed subject to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofArticle IX.

Registration Statement Indemnification. (a) The Company AFG agrees to indemnify and hold harmless on an After-Tax Basis each member of the Genworth Indemnified Parties PLMI Affiliated Group, each Person to whom registration rights will have been transferred pursuant to Section 7.9 hereof and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitees") ------------------------ from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which that has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter a Registration Indemnitee furnished in writing to the Company AFG by or on behalf of such underwriter a Registration Indemnitee expressly for use in the Registration Statement or Prospectusconnection therewith. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and AFG, its Subsidiaries and any of their respective directors or directors, its officers who sign any Registration Statement, and any person who controls the Company AFG within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company AFG to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a relating to such Registration Statement, that Genworth agrees in writing was Indemnitee furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes or on behalf of this Section 6.4(b), such Registration Indemnitee expressly for use in any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyProspectus. If any Action shall will be brought against the Company or its SubsidiariesAFG, any of their respective directors or officersits directors, any such officer or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party PLMI shall have the rights and duties given to the Company AFG by Section 6.5 8.4 hereof (except that if the Company AFG shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s Indemnitee's expense), and the CompanyAFG, its directors or officers directors, any such officer and any such controlling person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 8.4 hereof.

Registration Statement Indemnification. (ai) The Company agrees to Parent will indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Stockholder Indemnitee against any Losses and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of Liabilities (or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, Losses and Liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Stockholder Indemnitees for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such claims, except insofar as such Losses and Liabilities arise out of (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statementrespect thereof); provided, however, that Genworth agrees Parent shall not be required to provide indemnification pursuant to this Section 6.6(j)(i): (A) where the claims, Losses and Liabilities (or actions in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to Parent by a Company Equityholder (or its representative) or approved by a Company Equityholder (or its Representative) expressly for use therein; (B) where the claims, Losses and Liabilities (or actions in respect thereof) are caused by a Company Equityholder’s failure to deliver a copy of such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable Law to be so delivered); or (C) where the claims, Losses and Liabilities (or actions in respect thereof) relate to offers or sales effected by or on behalf of any Company Equityholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or ProspectusRule 405) that was not authorized in writing by Parent. This indemnity shall be in addition to any liability Parent may otherwise have. (bii) Each Registration Indemnified Party agreesThe Company Equityholders will, severally and not jointly, to indemnify and hold harmless Parent and Merger Sub, each legal counsel and each underwriter, broker or other Person acting on an After-Tax Basis behalf of the Company holders of Registrable Securities and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Affiliate who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as ) any of the foregoing indemnity Persons against all claims, Losses and Liabilities (or actions in respect thereof) resulting from (A) such Company Equityholder’s failure to comply with the Company prospectus delivery requirements of the Securities Act, or (B) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to each Registration Indemnified Partybe stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only with respect to the information set forth extent that such untrue statement or omission is in a writing and was either provided by such Company Equityholder (or its representative) or approved by such Company Equityholder (or its Representative) expressly for use in any Registration Statement, that Genworth agrees prospectus, preliminary prospectus, free writing prospectus or amendment or supplement thereto; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in writing was furnished by a member of the Genworth Groupconnection with investigating or defending any such claims, Losses and Liabilities (or as agreed actions in writing by Genworth as provided by Section 6.4(a)(iirespect thereof). For purposes of this Section 6.4(b), any information relating This indemnity shall be in addition to any underwriter that is contained in a Registration Statement or Prospectus shall liability the Company Equityholders may otherwise have, and shall, for the avoidance of doubt not be deemed subject to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofArticle IX.

Registration Statement Indemnification. (a) The Company agrees With regard to the registration of the Registered Securities, Lone Wolf will indemnify each of the Shareholders who participates therein and hold them harmless on an After-Tax Basis the Genworth Indemnified Parties and each Person, if any, who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities loss, claim, liability, damage or action arising out of or based upon on any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement when it becomes effective or in any preliminary or final Prospectus, or arising out of amendment or based upon supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and will reimburse the indemnified person for any attorney fees, court costs or other legal expenses reasonably incurred in investigating or defending any such Liabilities arise out of action or are based upon any claim, except: (a) to the extent that the untrue statement or omission or alleged untrue statement or omission which has been was made therein or omitted therefrom in reliance upon and in conformity with (i) information, written or oral, furnished to Lone Wolf by the information set forth indemnified person for use in or which could reasonably be expected to be used or relied upon in the IPO Registration Statement, that Genworth agrees in writing was furnished by preliminary or final Prospectus, or amendment or supplement thereto; or (b) if the indemnified person failed to send a member final Prospectus to the purchaser of the Genworth Groupshares and the loss, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by claim, liability, damage or action for which indemnification is claimed would not have existed if such purchaser had received a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or final Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, of the Shareholders agrees to indemnify and hold harmless on an After-Tax Basis the Company and Lone Wolf, each of its Subsidiaries and any directors, each of their respective directors or its officers who sign any the Registration Statement, and any each person who controls the Company within the meaning of Section 15 Lone Wolf, and each counsel and auditor to or for any of the Securities Act foregoing against any loss, claim, liability, damage or Section 20 action arising out of or based on any untrue statement of a material fact furnished by the Exchange ActShareholders and included in the Registration Statement when the same becomes effective or in any preliminary or final Prospectus or amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein by the Shareholders or necessary to make the statements therein not misleading as to the same extent as facts furnished by the foregoing indemnity from selling Shareholder, respectively, and to reimburse the Company to each Registration Indemnified Partyindemnified person for any attorney fees, court costs or other legal expenses reasonably incurred in investigating or defending any such action or claim, but only to the extent that the untrue statement or omission was made in reliance upon and in conformity with information, written or oral, furnished to Lone Wolf by the indemnifying party for use in or which could reasonably be expected to be used or relied upon in the Registration Statement, preliminary or final Prospectus, or amendment or supplement thereto. (c) Promptly after notice that any action for which indemnification is available under this Section 2.7.4 is threatened or pending (but in no event later than thirty (30) days), the indemnified party shall notify the indemnifying party, who shall be entitled to assume and control the defense of the action at its sole expense. If the indemnifying party gives notice to the indemnified party of its election to assume and control the defense, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense or investigation of the action. If the indemnified party fails to notify the indemnifying party of the threatened or pending action in accordance with this Section, the indemnifying party shall have no liability to indemnified party with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating action but shall remain liable hereunder to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofall other indemnified persons.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties Executive, each Transferee and each Personperson, if any, who controls any member of the Genworth Group foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Registration Indemnified Parties”Indemnitee") from and against any and all Liabilities Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter a Registration Indemnitee furnished in writing to the Company by or on behalf of such underwriter Registration Indemnitee expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and Company, its Subsidiaries and any of their respective directors or directors, its officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified PartyIndemnitee provided in Section 1.6(a), but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained such Registration Indemnitee furnishing in a writing to the Company by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified PartyProspectus. If any Action shall be brought against the Company or its SubsidiariesCompany, any of their respective directors or officersits directors, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereof.such

Registration Statement Indemnification. (ai) The Company agrees to Parent will indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties each Seller Indemnitee against any Losses and each Person, if any, who controls Liabilities (or actions in respect thereof) to which any member of the Genworth Group within the meaning of Section 15 of such Seller Indemnitee may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such claims, Losses and Liabilities (collectively, the “Registration Indemnified Parties”or actions in respect thereof) from and against any and all Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or Prospectus, any successor rule thereto) or arising out of any amendment thereof or based upon supplement thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse Seller Indemnitees for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such claims, except insofar as such Losses and Liabilities arise out of (or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom actions in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statementrespect thereof); provided, however, that Genworth agrees Parent shall not be required to provide indemnification pursuant to this Section 5.16(j)(i): (A) where the claims, Losses and Liabilities (or actions in writing was furnished respect thereof) are caused by a member of the Genworth Group, (ii) the information set forth or contained in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to Parent by Seller (or its representative) or approved by Seller (or its Representative) expressly for use therein; (B) where the Company claims, Losses and Liabilities (or actions in respect thereof) are caused by Seller’s failure to deliver a copy of such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable Law to be so delivered); or (C) where the claims, Losses and Liabilities (or actions in respect thereof) relate to offers or sales effected by or on behalf of Seller “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such underwriter expressly for use term is defined in the Registration Statement or ProspectusRule 405) that was not authorized in writing by Parent. This indemnity shall be in addition to any liability Parent may otherwise have. (bii) Each Registration Indemnified Party agrees, severally and not jointly, to Seller will indemnify and hold harmless Parent and Acquisition Sub, each legal counsel and each underwriter, broker or other Person acting on an After-Tax Basis behalf of the Company holders of Registrable Securities and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person each Affiliate who controls the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, to the same extent as ) any of the foregoing indemnity Persons against all claims, Losses and Liabilities (or actions in respect thereof) resulting from (A) Seller’s failure to comply with the Company to each Registration Indemnified Partyprospectus delivery requirements of the Securities Act, but only with respect to the information set forth or (B) any untrue or alleged untrue statement of material fact contained in a Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that Genworth agrees such untrue statement or omission is in writing and was furnished either provided by a member Seller (or its representative) or approved by Seller (or its Representative) expressly for use in any Registration Statement, prospectus, preliminary prospectus, free writing prospectus or amendment or supplement thereto; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such claims, Losses and Liabilities (or actions in respect thereof). This indemnity shall be in addition to any liability Seller may otherwise have, and shall, for the avoidance of doubt not be subject to any of the Genworth Group, or as agreed limitations set forth in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 hereofArticle VII.

Registration Statement Indemnification. (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the Genworth Indemnified Parties KPC Parties, and each Personperson, if any, who controls any member of the Genworth Group KPC Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified PartiesIndemnitees”) from and against any and all Liabilities Losses (as defined below) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter an Indemnitee furnished in writing to the Company by or on behalf of such underwriter Indemnitee expressly for use in the Registration Statement or Prospectus. As used herein, the term “Losses” means any and all costs and expenses (including, without limitation, attorneys’ fees, interest, penalties, costs of investigation or preparation for defense), judgments, fines, losses, damages, fixed and contingent liabilities whether known or unknown, demands, assessments and amounts paid in settlement in respect of any Action (as defined in the Intercompany Agreement, dated June 9, 1997 by and among the Company, SFIC Holdings and KPC, as amended (the “Intercompany Agreement”)). (b) Each Registration Indemnified Party Indemnitee agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and Company, its Subsidiaries and any of their respective directors or directors, its officers who sign any the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Registration Indemnified PartyIndemnitee, but only with respect to the information set forth in a Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained such Indemnitee furnished in a writing to the Company by or on behalf of such Indemnitee expressly for use in the Registration Statement or Prospectus Prospectus, provided that no Indemnitee shall not be deemed liable pursuant to be information relating this Section 6.1(b) for any amount in excess of the net proceeds (if any) received by SFIC Holdings from the sale of the SFIC Holdings Shares (if any) by it pursuant to a Registration Indemnified Partythis Agreement. If any Action shall be brought against the Company or its SubsidiariesCompany, any of their respective directors or officersits directors, any such officer, or any such controlling person based on any the Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party an Indemnitee pursuant to this paragraph (b), such Registration Indemnified Party Indemnitee shall have the rights and duties given to the Company by Section 6.5 hereof 6.3 (except that if the Company shall have assumed the defense thereof, thereof such Registration Indemnified Party Indemnitee shall not be required toto do so, but may, may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified PartyIndemnitee’s expense), and the Company, its directors or officers directors, any such officer, and any such controlling person shall have the rights and duties given to such Registration Indemnified Party Indemnitee by Section 6.5 6.3 hereof.

Registration Statement Indemnification. (a) The Company Genworth agrees to indemnify and hold harmless on an After-Tax Basis the Genworth GE Indemnified Parties and each Person, if any, who controls any member of the Genworth GE Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information relating to a Registration Indemnified Party set forth in on pages and under the heading “Description of Selling Stockholders” of the IPO Registration Statement, that Genworth agrees in writing was furnished by a member on pages and under the heading “Description of Selling Securityholders” of the Genworth GroupEquity Units Registration Statement, or on pages and under the heading “Description of Selling Securityholders” of the Series A Preferred Stock Registration Statement (ii) financial information, if any, provided by a Registration Indemnified Party in writing to Genworth expressly for use in the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group or Prospectus and (iii) information relating to any underwriter furnished in writing to the Company Genworth by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company Genworth and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company Genworth within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company Genworth to each Registration Indemnified Party, but only with respect to the (i) information relating to such Registration Indemnified Party set forth in a on pages and under the heading “Description of Selling Stockholders” of the IPO Registration Statement, that Genworth agrees on pages and under the heading “Description of Selling Securityholders” of the Equity Units Registration Statement, or on pages and under the heading “Description of Selling Securityholders” of the Series A Preferred Stock Registration Statement and (ii) financial information, if any, provided by such Registration Indemnified Party in writing was furnished by a member of to Genworth expressly for use in the Genworth Group, Registration Statement or as agreed in writing by Genworth as provided by Section 6.4(a)(ii)Prospectus. For purposes of this Section 6.4(b5.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company Genworth or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company Genworth by Section 6.5 5.5 hereof (except that if the Company Genworth shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the CompanyGenworth, its directors or officers officers, and any such controlling person shall have the rights and duties given to such Registration Indemnified Party by Section 6.5 5.5 hereof.

Registration Statement Indemnification. (a) The Company agrees to shall indemnify and hold harmless on an After-Tax Basis each Selling Stockholder (as defined in Annex A), the Genworth Indemnified Parties officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each Personof them, if any, each Person who controls any member of the Genworth Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act such Selling Stockholder (collectively, the “Registration Indemnified Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that Genworth agrees in writing was furnished by a member of the Genworth Group, (ii) the information set forth in any other Registration Statement that Genworth agrees in writing was furnished by a member of the Genworth Group and (iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. (b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the same fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement, any prospectus in a Resale Registration Statement (each, a “Prospectus”) or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the foregoing indemnity from statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreement, except to each Registration Indemnified Partythe extent, but only with respect to the information set forth in a Registration Statementextent, that Genworth agrees (i) such untrue statements or omissions are based solely upon information regarding such Selling Stockholder furnished in writing was furnished by a member of the Genworth Group, or as agreed in writing by Genworth as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by Section 6.5 hereof such Selling Stockholder or its representatives expressly for use therein, or to the extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (except it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall have assumed notify the defense thereofSelling Stockholders promptly of the institution, such Registration Indemnified Party threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall not be required to, but may, employ separate counsel therein remain in full force and participate in the defense thereof, but the fees and expenses effect regardless of any investigation made by or on behalf of such counsel indemnified person and shall be at such Registration Indemnified Party’s expense), and survive the Company, its directors or officers and transfer of any such controlling person shall have Registrable Securities by any of the rights and duties given to such Registration Indemnified Party by Selling Stockholder in accordance with Section 6.5 hereof5.7 of the Securities Purchase Agreement.