Common use of Action Against Parties; Notification Clause in Contracts

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that thereof and the failure omission to give such notice shall not relieve so notify the indemnifying party of its obligations hereunder except will relieve such indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought to the extent it shall have been actually that the indemnifying party is materially prejudiced by such failureomission, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 8.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, of and unconditional release of all liabilities liability from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected by the Indemnified Party without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, investigation or claim, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in assume the defense thereof, with separate counselcounsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after such notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under this Agreement for any legal expenses of other counsel or any other expenses in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof, other than reasonable costs of investigation. Such If the indemnifying party does not assume the defense as provided in the preceding sentence, participation in the defense shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 9 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 89, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that thereof and the failure omission to give such notice shall not relieve so notify the indemnifying party of its obligations hereunder except will relieve such indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought to the extent it shall have been actually that the indemnifying party is materially prejudiced by such failureomission, but not from any other liability which it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party an indemnified party under this Section 8 9 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 89, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that . The failure of an indemnified party to so notify the failure to give such notice shall not indemnifying party will relieve the indemnifying party of its obligations hereunder except from any liability under this Section 9 as to the extent particular item for which indemnification is then being sought, but not from any other liability that it shall may have been actually prejudiced by such failureto any indemnified party. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 9(e)) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, . Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such consent not to be unreasonably withheld or delayedindemnified party.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 9 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 89, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 9.6 hereof) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, of and unconditional release of all liabilities liability from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that thereof and the failure omission to give such notice shall not relieve so notify the indemnifying party of its obligations hereunder except will relieve such indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought to the extent it shall have been actually that the indemnifying party is materially prejudiced by such failureomission, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to Section 8.6) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, of and unconditional release of all liabilities liability from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice so notify an indemnifying party shall not relieve the such indemnifying party of its obligations from any liability hereunder except to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have been actually prejudiced by such failureotherwise than on account of his indemnity agreement. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein, and to the extent it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to participate in assume the defense thereof. Notwithstanding the foregoing, with separate counsel. Such participation the indemnified party or parties shall not relieve have the right to employ its own counsel in any such indemnifying case but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred such counsel shall have been authorized in writing by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient in connection with the defense of such action at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel to effect have charge of the settlementdefense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified parties), in any of which events such reasonable fees and expenses of one additional counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to one local counsel) for the indemnified parties in connection with prejudiceany one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, ofwithout the prior written consent of the indemnified parties, and unconditional release of all liabilities fromsettle or compromise or consent to the entry or any judgment with respect to any litigation, the or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 11.3 or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that thereof and the failure omission to give such notice shall not relieve so notify the indemnifying party of its obligations hereunder except will relieve such indemnifying party from any liability under this Section 8 as to the particular item for which indemnification is then being sought to the extent it shall have been actually that the indemnifying party is materially prejudiced by such failureomission, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 8.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 9 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 89, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies so notify an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the obligation case of parties indemnified pursuant to reimburse Section 6(a) above, the Indemnified Party for reasonable legal Company shall retain counsel reasonably satisfactory to the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, the Underwriters shall retain counsel reasonably satisfactory to the Company. An indemnifying party may participate at its own expense in the defense of any such action. An indemnified party shall have the right to retain its own counsel, but the fees and other expenses incurred by of such Indemnified Party in defending itself, except for counsel shall be at the expense of such expenses incurred after indemnified party unless (i) the indemnifying party has deposited funds sufficient and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In no event shall the indemnifying parties be liable for the reasonable fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, effect the settlement, with prejudice, of, and unconditional release any settlement of all liabilities from, the claim any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity is sought. Any could have been sought hereunder by such indemnifying indemnified party shall , unless such settlement,(i) includes an unconditional release of each indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party party entitled to seek indemnification under this Section 8 7 (an “indemnified party”) of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party with an obligation to provide indemnification to such indemnified party under this Section 87 (an “indemnifying party”), promptly notify in writing the indemnifying party of the commencement thereofof such claim; provided, however, that the failure to give such notice shall not relieve so notify the indemnifying party of its obligations hereunder will not relieve such indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought except to the extent it shall have been actually that the indemnifying party is materially prejudiced by such failureomission. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 10 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 810, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel (including local counsel. Such participation ) (the “Chosen Counsel”) satisfactory to such Indemnified Party (who shall not relieve such not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party of the obligation to reimburse the such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party under this Section 10 for reasonable any legal and or other expenses subsequently incurred by such Indemnified Party in defending itselfconnection with the defense thereof, except for other than reasonable costs of investigation, unless (i) the use of counsel (including local counsel) chosen by the indemnifying party to represent the Indemnified Party would present such expenses incurred counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the indemnifying party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it and/or any other Indemnified Party that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, or (iv) the indemnifying party has deposited funds sufficient authorized in writing the employment of counsel for the Indemnified Party at the expense of the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys in addition to effect the settlement, with prejudice, of, and unconditional release Chosen Counsel at any time for all Indemnified Parties hereunder. Upon assumption by the indemnifying party of all liabilities fromthe defense thereof, the Indemnified Party shall have the right to participate in such action or claim and to retain its own counsel but, except as set forth in respect clauses (i) through (iv) of which indemnity is soughtthe preceding sentence, the indemnifying party shall not be liable to such Indemnified Party for any legal fees and expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice so notify an indemnifying party shall not relieve the such indemnifying party of its obligations hereunder except from any liability hereunder, in any case, to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have been actually prejudiced by such failureotherwise than on account of this indemnity agreement. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein, and to the extent it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedreasonably promptly after receiving the aforesaid notice from such indemnified party, to participate in assume the defense thereof. Notwithstanding the foregoing, with separate counsel. Such participation the indemnified party or parties shall not relieve have the right to employ its own counsel in any such indemnifying case but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred such counsel shall have been authorized in writing by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient in connection with the defense of such action at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel to effect have charge of the settlementdefense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there are fundamental defenses available to it or them which are inconsistent with prejudicethose available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified parties), ofin any of which events such reasonable fees and expenses of one additional counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to one local counsel) separate from their own counsel for the indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, and unconditional release without the prior written consent of all liabilities fromthe indemnified parties, settle or compromise or consent to the entry or any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 11.3 or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each such nonconsenting indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying nonconsenting indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable and documented legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice so notify an indemnifying party shall not relieve the such indemnifying party of its obligations from any liability hereunder except to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have been actually prejudiced by such failureotherwise than on account of his indemnity agreement. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein, and to the extent it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to participate in assume the defense thereof. Notwithstanding the foregoing, with separate counsel. Such participation the indemnified party or parties shall not relieve have the right to employ its own counsel in any such indemnifying case but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred such counsel shall have been authorized in writing by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient in connection with the defense of such action at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel to effect have charge of the settlementdefense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying party parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified parties), in any of which events such fees and expenses of one additional counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to one local counsel) separate from their own counsel for the indemnified parties in connection with prejudiceany one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, ofwithout the prior written consent of the indemnified parties, and unconditional release of all liabilities fromsettle or compromise or consent to the entry or any judgment with respect to any litigation, the or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 11.3 or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 10 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 810, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that thereof and the failure omission to give such notice shall not relieve so notify the indemnifying party of its obligations hereunder except will relieve such indemnifying party from any liability under this Section 10 as to the particular item for which indemnification is then being sought to the extent it shall have been actually that the indemnifying party is materially prejudiced by such failureomission, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 9(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 9(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry of any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 9 or Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 11.3(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 11.3(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with he consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnifies parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying party shall not be liable to any such Indemnified Party on account settlement, compromise or consent (i) includes an unconditional release of any settlement of any claim or action effected without the consent each indemnifies part form all liability arising out of such indemnifying litigation , investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 10 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 810, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel (including local counsel. Such participation ) (the “Chosen Counsel”) satisfactory to such Indemnified Party (who shall not relieve such not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party of the obligation to reimburse the such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party under this Section 10 for reasonable any legal and or other expenses subsequently incurred by such Indemnified Party in defending itselfconnection with the defense thereof, except for other than reasonable costs of investigation, unless (i) the use of counsel (including local counsel) chosen by the indemnifying party to represent the Indemnified Party would present such expenses incurred counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the indemnifying party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other Indemnified Party that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, or (iv) the indemnifying party has deposited funds sufficient authorized in writing the employment of counsel for the Indemnified Party at the expense of the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys in addition to effect the settlement, with prejudice, of, and unconditional release Chosen Counsel at any time for all Indemnified Parties hereunder. Upon assumption by the indemnifying party of all liabilities fromthe defense thereof, the Indemnified Party shall have the right to participate in such action or claim and to retain its own counsel but, except as set forth in respect clauses (i) through (iv) of which indemnity is soughtthe preceding sentence, the indemnifying party shall not be liable to such Indemnified Party for any legal fees and expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counselcounsel at its own expenses. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there will be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If at any time an Indemnified Party shall have requested an indemnifying party to reimburse the Indemnified Party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 8(e) effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses reasonably incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such 18 indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 10 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 810, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any -18- Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel (including local counsel. Such participation ) (the “Chosen Counsel”) satisfactory to such Indemnified Party (who shall not relieve such not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party of the obligation to reimburse the such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party under this Section 10 for reasonable any legal and or other expenses subsequently incurred by such Indemnified Party in defending itselfconnection with the defense thereof, except for other than reasonable costs of investigation, unless (i) the use of counsel (including local counsel) chosen by the indemnifying party to represent the Indemnified Party would present such expenses incurred counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the indemnifying party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it and/or any other Indemnified Party that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, or (iv) the indemnifying party has deposited funds sufficient authorized in writing the employment of counsel for the Indemnified Party at the expense of the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys in addition to effect the settlement, with prejudice, of, and unconditional release Chosen Counsel at any time for all Indemnified Parties hereunder. Upon assumption by the indemnifying party of all liabilities fromthe defense thereof, the Indemnified Party shall have the right to participate in such action or claim and to retain its own counsel but, except as set forth in respect clauses (i) through (iv) of which indemnity is soughtthe preceding sentence, the indemnifying party shall not be liable to such Indemnified Party for any legal fees and expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice so notify an indemnifying party shall not relieve the such indemnifying party of its obligations hereunder except from any liability hereunder, in any case, to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have been actually prejudiced by such failureotherwise than on account of this indemnity agreement. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein, and to the extent it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedreasonably promptly after receiving the aforesaid notice from such indemnified party, to participate in assume the defense thereof. Notwithstanding the foregoing, with separate counsel. Such participation the indemnified party or parties shall not relieve have the right to employ its own counsel in any such indemnifying case but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred such counsel shall have been authorized in writing by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient in connection with the defense of such action at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel to effect have charge of the settlementdefense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there are fundamental defenses available to it or them which are inconsistent with prejudicethose available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified parties), ofin any of which events such reasonable fees and expenses of one additional counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to one local counsel) separate from its own counsel for the indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, and unconditional release without the prior written consent of all liabilities fromthe indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 10.4 or Section 10.5 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each such nonconsenting indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying nonconsenting indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 11.2(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 11.2(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it indemnified party. In no event shall have been actually prejudiced the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless the named parties to any such litigation (including impleaded parties) include both such indemnified parties and one or more of the indemnifying parties and their affiliates, and representation of such parties by the same counsel would be inappropriate due to actual or potential conflicting defenses, in which case such parties with a conflicting defense shall be represented by one counsel selected by such failureparties. In case any such action is brought against any Indemnified Party, and it notifies an No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.3 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 4.1(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 4.1(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 4.2 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such NY 246001196v2 indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counselcounsel at its own expenses. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected Form of Exclusive Dealer Manager Agreement 23 without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there will be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If at any time an Indemnified Party shall have requested an indemnifying party to reimburse the Indemnified Party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 8(e) effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds 18 sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party an indemnified party under this Section 8 10 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 810, promptly notify in writing the indemnifying party of the commencement thereof; provided, however, that . The failure of an indemnified party to so notify the failure to give such notice shall not indemnifying party will relieve the indemnifying party of its obligations hereunder except from any liability under this Section 10 as to the extent particular item for which indemnification is then being sought, but not from any other liability that it shall may have been actually prejudiced by such failureto any indemnified party. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 10(e)) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, . Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such consent not to be unreasonably withheld or delayedindemnified party.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 4.1(a) hereof, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 4.1(b) hereof, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 4.1 or Section 4.2 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry of any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 11.3(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 11.3(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with he consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnifies parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or 26 contribution could be sought under this Section or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying party shall not be liable to any such Indemnified Party on account settlement, compromise or consent (i) includes an unconditional release of any settlement of any claim or action effected without the consent each indemnifies part form all liability arising out of such indemnifying litigation , investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 9 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 89, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 9.6) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, of and unconditional release of all liabilities liability from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice so notify an indemnifying party shall not relieve the such indemnifying party of its obligations hereunder except from any liability hereunder, in any case, to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have been actually prejudiced by such failureotherwise than on account of this indemnity agreement. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein, and to the extent it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedreasonably promptly after receiving the aforesaid notice from such indemnified party, to participate in assume the defense thereof. Notwithstanding the foregoing, with separate counsel. Such participation the indemnified party or parties shall not relieve have the right to employ its own counsel in any such indemnifying case but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred such counsel shall have been authorized in writing by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient in connection with the defense of such action at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel to effect have charge of the settlementdefense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there are fundamental defenses available to it or them which are inconsistent with prejudicethose available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified parties), ofin any of which events such reasonable fees and expenses of one additional counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to one local counsel) separate from its own counsel for the indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, and unconditional release without the prior written consent of all liabilities fromthe indemnified parties, settle or compromise or consent to the entry or any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.indemnification or

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of the commencement thereof; providedany action commenced against it in respect of which indemnity may be sought hereunder, however, that the but failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies so notify an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the obligation case of parties indemnified pursuant to reimburse Section 6(a) above, counsel to the Indemnified Party for reasonable legal and other expenses incurred indemnified parties shall be selected by Xxxxxxx Xxxxx, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by PSCo, in each case reasonably acceptable to the indemnifying party. An indemnifying party may participate at its own expense in the defense of any such Indemnified Party in defending itselfaction; PROVIDED, except for such expenses incurred after HOWEVER, that counsel to the indemnifying party has deposited funds sufficient shall not (except with the consent of the indemnified party) also be counsel to effect the settlementindemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with prejudicerespect to any litigation, ofor any investigation or proceeding by any governmental agency or body, and unconditional release of all liabilities fromcommenced or threatened, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 6 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall from all liability arising out of such litigation, investigation, pro- ceeding or claim and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 11.3(a) above, counsel to the indemnified parties shall be selected by the Investors, and in the case of parties indemnified pursuant to Section 11.3(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Xxxxxxx Xxxxx, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by PSCo, in each case reasonably acceptable to the indemnifying party. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry of any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 6 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 10 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 810, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel (including local counsel. Such participation ) (the "Chosen Counsel") satisfactory to such Indemnified Party (who shall not relieve such not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party of the obligation to reimburse the such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party under this Section 10 for reasonable any legal and or other expenses subsequently incurred by such Indemnified Party in defending itselfconnection with the defense thereof, except for other than reasonable costs of investigation, unless (i) the use of counsel (including local counsel) chosen by the indemnifying party to represent the Indemnified Party would present such expenses incurred counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the indemnifying party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it and1or other Indemnified Party that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, or (iv) the indemnifying party has deposited funds sufficient authorized in writing the employment of counsel for the Indemnified Party at the expense of the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys in addition to effect the settlement, with prejudice, of, and unconditional release Chosen Counsel at any time for all Indemnified Parties hereunder. Upon assumption by the indemnifying party of all liabilities fromthe defense thereof, the Indemnified Party shall have the right to participate in such action or claim and to retain its own counsel but, except as set forth in respect clauses (i) through (iv) of which indemnity is soughtthe preceding sentence, the indemnifying party shall not be liable to such Indemnified Party for any legal fees and expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, investigation or claim, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in assume the defense thereof, with separate counselcounsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after such notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under this Agreement for any legal expenses of other counsel or any other expenses in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof, other than reasonable costs of investigation. Such If the indemnifying party does not assume the defense as provided in the preceding sentence, participation in the defense shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.. No indemnifying party shall, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. (f)

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action, such Indemnified Party will, if a claim suit or proceeding commenced against it in respect thereof is to of which indemnity may be made against any indemnifying party under this Section 8sought hereunder, promptly notify the indemnifying party of the commencement thereof; provided, however, that the but failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies so notify an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Upon receipt of such notice from the indemnified party, the indemnifying party shall assume the defense of any such action, suit or proceeding, including the employment of counsel (who shall be reasonably acceptable to the indemnified party) and payment of all fees and expenses. An indemnified party shall have the right to employ separate counsel in any such action, suit or proceeding and may participate at its own expense in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after indemnified person unless (i) the indemnifying party has deposited funds sufficient agreed in writing to effect pay such fees and expenses, (ii) the settlementindemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by its counsel in writing that representation of such indemnified party and indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding). In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with prejudiceany one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, ofwithout the prior written consent of the indemnified parties, and unconditional release of all liabilities fromsettle or compromise or consent to the entry or any judgment with respect to any litigation, the or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is soughtindemnification or contribution could be sought under this Section or Section 9.3 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party. Any such The indemnifying party shall not be liable to any such Indemnified Party on account of for any settlement of any claim action, suit or action proceeding effected without its express prior written consent, but if settled with such written consent or if there be a final judgment for the consent plaintiff in any such action, suit or proceeding, the indemnifying party agrees to indemnify and hold harmless the indemnified party to the extent provided in this Section 9.2 from and against any Damages by reason of such indemnifying party, such consent not to be unreasonably withheld settlement or delayedjudgment.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 7(f)) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayedwithheld.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 11.3(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 11.3(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with he consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnifies parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying party shall not be liable to any such Indemnified Party on account settlement, compromise or consent (i) includes an unconditional release of any settlement of any claim or action effected without the consent each indemnifies part form all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall ------------------------------------ give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 11.3(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 11.3(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with he consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnifies parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying party shall not be liable to any such Indemnified Party on account settlement, compromise or consent (i) includes an unconditional release of any settlement of any claim or action effected without the consent each indemnifies part form all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Xxxxxxx Xxxxx, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company, in each case reasonably acceptable to the indemnifying party. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry of any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action, such Indemnified Party will, if a claim suit or proceeding commenced against it in respect thereof is to of which indemnity may be made against any indemnifying party under this Section 8sought hereunder, promptly notify the indemnifying party of the commencement thereof; provided, however, that the but failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies so notify an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Upon receipt of such notice from the indemnified party, the indemnifying party shall assume the defense of any such action, suit or proceeding, including the employment of counsel (who shall be reasonably acceptable to the indemnified party) and payment of all fees and expenses. An indemnified party shall have the right to employ separate counsel in any such action, suit or proceeding and may participate at its own expense in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after indemnified person unless (i) the indemnifying party has deposited funds sufficient agreed in writing to effect pay such fees and expenses, (ii) the settlementindemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by its counsel in writing that representation of such indemnified party and indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding). In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with prejudiceany one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, ofwithout the prior written consent of the indemnified parties, and unconditional release of all liabilities fromsettle or compromise or consent to the entry or any judgment with respect to any litigation, the or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnity is soughtindemnification or contribution could be sought under this Section 4.1 or Section 4.2 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party. Any such The indemnifying party shall not be liable to any such Indemnified Party on account of for any settlement of any claim action, suit or action proceeding effected without its express prior written consent, but if settled with such written consent or if there be a final judgment for the consent plaintiff in any such action, suit or proceeding, the indemnifying party agrees to indemnify and hold harmless the indemnified party to the extent provided in this Section 4.1 from and against any Damages by reason of such indemnifying party, such consent not to be unreasonably withheld settlement or delayedjudgment.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by SunTrust, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry of any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not be liable include a statement as to any such Indemnified Party or an admission of fault, culpability or a failure to act by or on account behalf of any settlement of any claim or action effected without the consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party an indemnified party under this Section 8 7 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give such notice shall not relieve to the indemnifying party within a reasonable time of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case commencement of any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of any liability to the obligation indemnified party under this Section 7, to reimburse the Indemnified Party for reasonable legal and other expenses incurred by extent that such Indemnified Party in defending itself, except for failure materially prejudices the indemnifying party’s ability to defend such expenses incurred after action. The failure to give notice to the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release will not relieve it of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable any liability that it may have to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayedindemnified party otherwise than under this Section 7.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 87, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.. (f)

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, investigation or claim, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in assume the defense thereof, with separate counselcounsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and, after such notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under this Agreement for any legal expenses of other counsel or any other expenses in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof, other than reasonable costs of investigation. Such If the indemnifying party does not assume the defense as provided in the preceding sentence, participation in the defense shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses 21 incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.. No indemnifying party shall, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. (f)

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. In the case of parties indemnified pursuant to Section 11.2(a) above, counsel to the indemnified parties shall be selected by the Company, subject to the reasonable approval of the Investor, and in the case of parties indemnified pursuant to Section 11.2(b) above, counsel to the indemnified parties shall be selected by the Investor, subject to the reasonable approval of the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with he consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnifies parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.3 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying party shall not be liable to any such Indemnified Party on account settlement, compromise or consent (i) includes an unconditional release of any settlement of any claim or action effected without the consent each indemnifies part form all liability arising out of such indemnifying litigation , investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party indemnified party under this Section 8 of notice of the commencement of any action, such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Partyindemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party indemnified party for reasonable legal and other expenses (subject to Section 8(f)) incurred by such Indemnified Party indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayedwithheld.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 11.2(a) above, counsel to the indemnified parties shall be selected by the Investor, and in the case of parties indemnified pursuant to Section 11.2(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnified parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 11.3 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation, investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.

Action Against Parties; Notification. Promptly after receipt by any Indemnified Party under this Section 8 of Each indemnified party shall give notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is as promptly as reasonably practicable to be made against any indemnifying party under this Section 8, promptly notify the each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the commencement thereofextent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of his indemnity agreement. Counsel to the indemnified parties shall be selected by the Purchasers. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that the failure counsel to give such notice shall not relieve the indemnifying party shall not (except with the consent of its obligations hereunder except the indemnified party) also be counsel to the extent it shall have been actually prejudiced by such failureindemnified party. In case no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any such local counsel) separate from their own counsel for all indemnifies parties in connection with any one action is brought against any Indemnified Party, and it notifies an or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the commencement thereofindemnified parties, the indemnifying party will be entitled, settle or compromise or consent to the extent it may wishentry or any judgment with respect to any litigation, jointly with or any other indemnifying party similarly notifiedinvestigation or proceeding by any governmental agency or body, to participate in the defense thereofcommenced or threatened, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the or any claim whatsoever in respect of which indemnity is sought. Any indemnification or contribution could be sought under this Section or Section 8.4 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such indemnifying settlement, compromise or consent (i) includes an unconditional release of each indemnified party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent from all liability arising out of such indemnifying litigation , investigation proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an any indemnified party, such consent not to be unreasonably withheld or delayed.