Common use of Actions against Parties; Notification Clause in Contracts

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), approved by the indemnifying party (or by the Placement Agents in the case of Section 8 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 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

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), approved by the indemnifying party, representing the indemnified partiesparties who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action action, or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), approved by the indemnifying party (or by the Placement Agents in the case of Section 8 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case If any such action is claim shall be brought against any an indemnified party, and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such the indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of After notice from the indemnifying party to such the indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselclaim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion other than reasonable costs of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodinvestigation; provided, however, that the Representatives shall have the right to employ one counsel to represent jointly the Representatives and those other Underwriters and their respective directors, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company and the Operating Partnership under this Section 6 if (i) the Company and the Underwriters shall have so mutually agreed; (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Underwriters; (iii) the Underwriters and their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there may be legal defenses available to them that are different from or in addition to those available to the Company and the Operating Partnership; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Underwriters or their respective directors, officers or controlling persons, on the one hand, and the Company and the Operating Partnership, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Company and the Operating Partnership. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 68, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in paragraph (a) or (b) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be reasonably satisfactory to the defendants (including impleaded parties) in any such action include both indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party and the indemnifying party and in an action, the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select employ a single separate counsel to assert such legal defenses counsel, and to otherwise participate in the defense indemnifying party shall bear the reasonable fees, costs and expenses of such action on behalf separate counsel, if the use of such indemnified party or parties. Upon receipt of notice from counsel chosen by the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by represent the indemnified party would present such counsel with a conflict of counsel, the interest. An indemnifying party will shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not be liable the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party under this Section 6 for any legal from all liability arising out of such claim, action, suit or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the proceeding. The indemnifying party shall not be liable for the expenses any settlement of more than one separate counsel (in addition to local counsel) representing the indemnified parties)any such action, (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action suit or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyproceeding effected without its written consent.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified party promptly parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company, provided that if it so elects within a reasonable time after receiving the aforesaid notice from receipt of such indemnified notice, an indemnifying party, to jointly with any other indemnifying party receiving such notice, may assume the defense thereof, of such action with counsel satisfactory chosen by it and approved by the indemnified parties defendant in such action (which approval shall not be unreasonably withheld), unless such indemnified parties reasonably object to such indemnified party; provided, however, that if assumption on the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded ground that there may be legal defenses available to it them which are different from or additional in addition to those available to the such indemnifying party, the indemnified . If an indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in assumes the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselaction, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party be liable for fees and expenses of more than one separate counsel (in addition to any one firm of local counsel) representing 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein andtherein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; , provided, however, that if the defendants (including any impleaded partiesparty) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or partiescounsel. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal fees or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not not, 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, be liable for the fees and expenses of more than one separate counsel (in addition to plus any local counsel) representing the indemnified partiesparties under Section 6(a) who are parties to such action), ; (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action action; or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder, except to the extent the indemnifying party under this Section 6, notify is materially prejudiced as a result thereof and in any event shall not relieve the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which that it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) hereof, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified party promptly after receiving parties shall be selected by the aforesaid notice from such indemnified Representatives, subject to the reasonable approval of the indemnifying party, and, in the case of parties indemnified pursuant to assume Section 6(b) hereof, counsel to the indemnified parties shall be selected by Ventas, subject to the reasonable approval of the indemnifying party. An indemnifying party may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided further, if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such the indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other fees and expenses of counsel subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the action, in each of which cases the action or (iii) the indemnifying party has authorized the employment fees and expenses of such indemnified party’s counsel for the indemnified party shall be at the expense of the indemnifying party. Notwithstanding the foregoing, in no event shall the indemnifying parties be liable for the 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 respect to any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could reasonably be sought under this Section 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any actionaction against such indemnified party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6subsections (a) or (b) above, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so failure to notify the indemnifying party will shall not relieve it from any liability which that it may have under subsections (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to any an indemnified party otherwise than under this Section 6subsections (a) or (b) above. In case any such action is brought against any indemnified party, party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedparty (who shall not, however, that if except with the defendants (including impleaded parties) in any such action include both consent of the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may party, be legal defenses available to it which are different from or additional to those available counsel to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will not be liable to such indemnified party under this Section 6 7(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have employed separate counsel in connection with the assertion of reasonably concluded that there may be legal defenses available to it that are different from or in accordance with the proviso addition to those available to the next preceding sentence indemnifying party; or (it being understood, however, that iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing and the indemnified parties)party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) the indemnifying party shall does not have employed counsel satisfactory include a statement as to, or an admission of, fault, culpability or a failure to the act by or on behalf of an indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 67, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; , but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 67. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein andtherein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded after consultation with counsel that there may be legal defenses available to it or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof (other than the reasonable costs of investigation) unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. Subject to Section 7(d), 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 7 or Section 8 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.

Actions against Parties; Notification. Promptly after receipt by an Any party that proposes to assert the right to be indemnified party under this Section 6 will, promptly after receipt of notice of the commencement of any action, action against such indemnified party will, if in respect of which a claim in respect thereof is to may be made against the an indemnifying party or parties under this Section 6, notify the each such indemnifying party in writing within a reasonable period of time of the commencement thereof; of such action, enclosing a copy of all papers served, but the omission so to notify the such indemnifying party will not relieve it the indemnifying party from (i) any liability which that it may might have to any indemnified party otherwise than under this Section 6. In case 6 and (ii) any such action is brought against liability that it may have to any indemnified partyparty under the foregoing provision of this Section 6 unless, and it notifies only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. The indemnifying party shall be entitled to assume the defense of any proceeding brought by a third party for which indemnification could be sought hereunder, with counsel reasonably satisfactory to the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. After notice from the indemnifying party to the indemnified party of its election to assume the commencement thereofdefense, the indemnifying party will not be entitled to participate therein and, to the extent that it may elect by written notice delivered liable to the indemnified party promptly after receiving for any other legal expenses except as provided below. The indemnified party will have the aforesaid notice from such indemnified party, right to assume the defense thereof, with employ its own counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party and has been authorized in writing by the indemnifying party and party, (2) the indemnified party shall have reasonably concluded has been advised by counsel that there may be legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party or parties shall and the indemnifying party (in which case the indemnifying party will not have the right to select separate counsel to assert such legal defenses and to otherwise participate in direct the defense of such action on behalf of such the indemnified party party) or parties. Upon receipt of notice from (4) the indemnifying party to such indemnified party of its election so has not in fact employed counsel to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party party, in each case, within a reasonable time after receiving notice of the commencement of the action or (iii) action; in each of which cases the indemnifying party has authorized the employment reasonable fees, disbursements and other charges of counsel for the indemnified party will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one counsel (in addition to any local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (2) 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder, except to the extent the indemnifying party under this Section 6, notify is materially prejudiced as a result thereof and in any event shall not relieve the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which that it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) hereof, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified party promptly after receiving parties shall be selected by the aforesaid notice from such indemnified Representatives, subject to the reasonable approval of the indemnifying party, and, in the case of parties indemnified pursuant to assume Section 6(b) hereof, counsel to the indemnified parties shall be selected by Ventas, subject to the reasonable approval of the indemnifying party. An indemnifying party may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided further, if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such the indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other fees and expenses of counsel subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the action, in each of which cases the action or (iii) the indemnifying party has authorized the employment fees and expenses of such indemnified party’s counsel for the indemnified party shall be at the expense of the indemnifying party. Notwithstanding the foregoing, in no event shall the indemnifying parties be liable for the 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 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 reasonably be sought under this Section 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 69(a) or (b) above, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so failure to notify the indemnifying party will (i) shall not relieve it from any liability which that it may have under Section 9(a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this the indemnification obligation provided in Section 69(a) or (b) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be reasonably satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize in writing the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless (i) such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding of such action 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. 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 any proceeding effected without its written consent if (i) such settlement is entered into more than 45 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case An indemnifying party may participate at its own expense in the defense of any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest in the reasonable judgment of the indemnified party, (ii) the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has shall have authorized the employment of counsel for the indemnified party to employ separate counsel at the expense of the indemnifying 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 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in paragraph (a) or (b) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be reasonably satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim, action, suit, investigation or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding and does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Actions against Parties; Notification. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party under this Section 6 of notice of to represent the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against and any others the indemnifying party under this Section 6, notify may designate in such proceeding and shall pay the indemnifying party in writing within a reasonable period fees and disbursements of time of the commencement thereof; but the such counsel related to such proceeding. The omission so to notify the indemnifying party (i) will not relieve it from any liability which it may have under paragraph (a) or (b) above unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against proceeding, any indemnified partyparty shall have the right to retain its own counsel, but the fees and it notifies expenses of such counsel shall be at the indemnifying party expense of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the such indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants unless (including impleaded partiesi) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from (iii) the indemnifying party to such indemnified party of its election so fails to assume the defense of such action and approval by proceeding or to employ counsel reasonably satisfactory to the indemnified party of counselparty. It is understood that, except as provided in the following sentence, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party shall not, in connection with any proceeding or related proceedings in the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodsame jurisdiction, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) representing the for all such indemnified parties), (ii) . Such counsel shall be designated in writing by the indemnifying party shall not have employed counsel satisfactory Representatives in the case of parties indemnified pursuant to the second preceding paragraph, and by the Company in the case of parties indemnified party pursuant to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyfirst preceding paragraph.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified parties shall be selected by, the Underwriters, 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 promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and counsel to the indemnifying party and shall not (except with the consent of the indemnified party shall have reasonably concluded that there may party) also be legal defenses available to it which are different from or additional to those available counsel to the indemnifying indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to select separate employ its or their own counsel to assert in any such legal defenses case, but the fees and to otherwise participate in the defense expenses of such action on behalf counsel shall be at the expense of such indemnified party or parties. Upon receipt parties unless (i) the employment of notice from such counsel shall have been authorized in writing by one of the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party parties in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties)such action, (ii) the indemnifying party or parties shall not have employed counsel satisfactory to have charge of the indemnified party to represent the indemnified party defense of such action within a reasonable time after notice of commencement of the action or action, (iii) the indemnifying party has authorized or parties do not diligently defend the employment action after assumption of counsel for the defense, or (iv) 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 parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party at or parties), in any of which events such fees and expenses shall be borne by the expense indemnifying parties. 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 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party's election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), approved by the indemnifying party, representing the indemnified partiesparties who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action action, or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel), approved by the indemnifying party (or by the Representatives in the case of Sections 7(b) and 8 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the an indemnifying party under this Section 6subsection (a), (b) or (c) above, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so failure to notify the indemnifying party will shall not relieve it from any liability which that it may have under subsection (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to any an indemnified party otherwise than under this Section 6subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party, party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedparty (who shall not, however, that if except with the defendants (including impleaded parties) in any such action include both consent of the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may party, be legal defenses available to it which are different from or additional to those available counsel to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the other than reasonable costs of investigation; provided, however, that if such indemnified party shall have employed separate counsel reasonably concluded that there may be defenses available to it that are different from, additional to or in connection conflict with those available to such indemnifying party, then the assertion indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party and such legal defenses in accordance with the proviso to the next preceding sentence or other expenses reasonably incurred by such indemnified party shall be borne by such indemnifying party and paid as incurred (it being understood, however, except that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one action or series of related actions in the same jurisdiction representing the indemnified partiesparties who are parties to or the subject of such actions). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) the indemnifying party shall does not have employed counsel satisfactory include a statement as to, or an admission of, fault, culpability or a failure to the act by or on behalf of an indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 7 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable, documented out-of-pocket costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 7 for any reasonable, documented out-of-pocket legal expenses of other counsel or any other reasonable, documented out-of-pocket expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 7(a) or 7(b) above, counsel to the indemnified parties shall be selected by the Representative, and, in the case of parties indemnified pursuant to Section 7(c) 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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 (which consent shall not be unreasonable withheld), 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 7 or Section 8 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties hereunder similarly notified, by written notice delivered to the indemnified party as promptly as reasonably practicable after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which the indemnified party that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or partiesparty. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodsentence, however, that reasonably approved by the indemnifying party shall not be liable for (or by the expenses Representatives in the case of more than one separate counsel (in addition to local counsel) Section 6(b)), representing the indemnified parties), parties who are parties to such action or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party; provided that in no event shall the indemnifying party or parties be liable for the fees and expenses of more than one firm of counsel (in addition to local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar related actions 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 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 6 or Section 7 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. Subject to Section 6(d), the indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage liability or expense by reason of such settlement or judgment to the extent the indemnifying party is required to indemnify the indemnified party under Section 6(a) or (b) hereof.

Actions against Parties; Notification. Promptly Any party that proposes to assert the right to be indemnified under this section will, promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, suit or proceeding against such indemnified party will, if in respect of which a claim in respect thereof is to be made against the an indemnifying party or parties under this Section 6section, notify the in writing each such indemnifying party in writing within a reasonable period of time of the commencement thereof; of such action, suit or proceeding, enclosing a copy of all papers served. No indemnification provided for in Section 6(a) or 6(b) shall be available to any party who shall fail to give notice as provided in this Section 6(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice but the omission to so to notify the such indemnifying party will of any such action, suit or proceeding shall not relieve it from any liability which that it may have to any indemnified party otherwise than under this Section 6Agreement. In case any such action is action, suit or proceeding shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein in, and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with one firm of legal counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action thereof and the approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal or other expenses expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof thereof. The indemnified party shall have the right to employ another counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying parties, (ii) the indemnified party shall have employed separate been advised by counsel in connection with the assertion of that there may be one or more legal defenses available to it which are different from or in accordance with the proviso addition to those available to the next preceding sentence indemnifying party (it being understoodin which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable time after notice of the commencement thereof, however, that in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying parties. An indemnifying party shall not be liable for the expenses any settlement of more than one separate counsel (in addition to local counsel) representing the indemnified parties)any action, (ii) the indemnifying party suit, and proceeding or claim effected without its written consent, which consent shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action be unreasonably withheld or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partydelayed.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel), approved by the indemnifying party (or by the Representatives in the case of Sections 6(b) and 7 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which 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 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder (an “Action”), but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent that it has not been materially prejudiced (including through the forfeiture of substantive rights and defenses) as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will 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 subsections (a) and (b) of this Section above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to subsection (c) of this Section above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party shall not have the right to direct the defense of any direction in any proceeding on behalf of the indemnified party or parties. In any such proceeding, any indemnified party otherwise than under this Section 6. In case any shall have the right to retain its own counsel, but the fees and expenses of such action is brought against any indemnified party, and it notifies counsel shall be at the indemnifying party expense of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the such indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants unless (including impleaded partiesi) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party, ; or (iv) the named parties in 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 parties potential differing interests between them. In no event shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not parties be liable for the reasonably incurred and documented fees and expenses of more than one separate (1) counsel (in addition to any local counsel) representing 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 or based upon 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 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 6 or Section 7 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 or based upon such litigation, investigation, proceeding or claim and (ii) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 67, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; , but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 67. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein andtherein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded after consultation with counsel that there may be legal defenses available to it or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof (other than the reasonable costs of investigation) unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(c)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriter, 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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representative, 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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment 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. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified parties shall be selected by the Representatives, 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 promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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; provided, that, if indemnity is sought pursuant to Section 6(e), then, in addition to the fees and expenses of such counsel for the indemnified parties), (ii) the indemnifying party shall be liable for the reasonable fees and expenses of not have employed more than one counsel satisfactory (in addition to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement any local counsel) separate from its own counsel and that of the other indemnified parties for the QIU in its capacity as a “qualified independent underwriter” and all persons, if any, who control the QIU within the meaning of Section 15 of the 1933 Act or Section 20 of 1934 Act in connection with any one action or (iii) separate but similar or related actions in the indemnifying party has authorized same jurisdiction arising out of the employment same general allegations or circumstances if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and the other indemnified parties. Any such separate counsel for the QIU and such control persons of the QIU shall be designated in writing by the QIU. 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 64, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party (i) will not relieve it from any liability which it may have under subsection 4.1 or 4.2 above unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in subsection 4.1 or 4.2 above. In case any such proceeding, any indemnified party shall have the right to retain its own counsel, but fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including any impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, It is understood that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) representing the for all such indemnified parties), (ii) . Such counsel shall be designated in writing by the indemnifying party shall not have employed counsel satisfactory Representatives in the case of parties indemnified pursuant to the second preceding paragraph, and by the Company in the case of parties indemnified party pursuant to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyfirst preceding paragraph.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party, representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified parties, which consent shall not be unreasonably withheld, 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any If it so elects within a reasonable time after receipt of such action is brought against any notice, upon providing notice thereof to the indemnified party, and it notifies the an indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein in such action and, to the extent that it may elect by written notice delivered to the indemnified party promptly after shall wish, jointly with any other indemnifying parties receiving the aforesaid notice from such indemnified partyrequired under the first sentence hereof, to assume the defense thereof, of such action with counsel satisfactory chosen by it (provided that such counsel is approved, in their reasonable discretion, by the indemnified parties who are defendants in such action) unless such indemnified parties reasonably object to such indemnified party; provided, however, that if assumption on the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded ground that there may be legal defenses available to it which them that are different from or additional in addition to those available to the such indemnifying party, . In the indemnified absence of such an election by an indemnifying party or parties shall have the right within a reasonable period of time after receipt of such notice to select separate counsel to assert such legal defenses and to otherwise participate in assume the defense of such an action on behalf or, in the event of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so a failure to assume the defense of such action and approval within a reasonable period of time, in the case of parties indemnified pursuant to Sections 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. If an indemnifying party assumes the defense of counselsuch action, the indemnifying party will parties shall not be liable to such indemnified party under this Section 6 for any legal or other fees and expenses subsequently of counsel for the indemnified parties incurred by such indemnified party thereafter in connection with such action. An indemnifying party may participate at its own expense in the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodany such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 8 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable, documented out-of-pocket costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 8 for any reasonable, documented out-of-pocket legal expenses of other counsel or any other reasonable, documented out-of-pocket expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 8(a) or 8(b) above, counsel to the indemnified parties shall be selected by the Representative, and, in the case of parties indemnified pursuant to Section 8(c) 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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 (which consent shall not be unreasonable withheld), 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of shall give notice of the commencement in writing as promptly as reasonably practicable to each indemnifying party of any action, such indemnified party will, if a claim action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(c)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by Each Company Indemnified Party or Underwriter Indemnified Party (in any such case, an indemnified “Indemnified Party”) shall give notice as promptly as reasonably practicable to each indemnifying party under this Section 6 of notice of the commencement of any action, such indemnified party willaction commenced against it, if a claim in respect thereof is to be made against the indemnifying party under this Section 66(a) or 6(b) hereof, but failure to so notify the an indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the shall not relieve such indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure, provided that the failure to notify such indemnifying party shall not relieve such indemnifying party from any liability that it may elect by written notice delivered have to an Indemnified Party otherwise than under Section 6(a) or 6(b) above. Counsel to the indemnified Indemnified Parties shall be selected as follows: counsel to the Company Indemnified Parties shall be selected by the Representatives, and counsel to the Underwriter Indemnified Parties shall be selected by the Company. An indemnifying party promptly after receiving the aforesaid notice from such indemnified partymay, to assume jointly with any other indemnifying party similarly notified, participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and counsel to the indemnifying party and shall not (except with the indemnified party shall have reasonably concluded that there may consent of an Indemnified Party) also be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses Indemnified Party, and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party Indemnified Party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will not be liable to such indemnified party Indemnified Party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof unless (i) the indemnified party other than reasonable costs of investigation. In no event shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing separate from their own counsel for the indemnified partiesCompany Indemnified Parties and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriter Indemnified Parties, in each case 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to, or an admission of, fault, culpability or a failure to the indemnified party to represent the indemnified party within a reasonable time after notice act by or on behalf of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyany Indemnified Party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than one local counsel in addition to local counsel) each applicable jurisdiction), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(b)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of shall give written notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action, such indemnified party will, if a claim action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case If any such action claim is brought against any an indemnified party, and it the indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and (which shall not, except with the indemnifying party and consent of the indemnified party shall have reasonably concluded that there may party, also be legal defenses available to it which are different from or additional to those available counsel to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties). Upon receipt of After notice from the indemnifying party to such the indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselclaim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion other than reasonable costs of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodinvestigation; provided, however, that the indemnifying party Representative shall not be liable for have the expenses of more than right to employ one separate counsel (in addition to local counsel) representing to represent jointly the indemnified parties)Representative and those other Underwriters and their respective directors, officers and controlling persons who may be subject to liability arising out of any claim or action in respect of which indemnity may be sought by the Underwriter against the Transaction Entities under this Section 6, and the Transaction Entities shall not be permitted to assume the defense of such claim or action, if (i) the Transaction Entities and the Underwriters shall have so mutually agreed, (ii) the indemnifying party shall not Transaction Entities have employed counsel satisfactory to the indemnified party to represent the indemnified party failed within a reasonable time after notice of commencement of to retain counsel reasonably satisfactory to the action or Underwriters, (iii) the Underwriters and their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there are or may be legal defenses available to them that are different from or in addition to those available to the Transaction Entities or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Underwriters or their respective directors, officers or controlling persons, on the one hand, and the Transaction Entities, on the other hand, and representation of both sets of parties by the same counsel would present actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Transaction Entities. 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 has authorized shall, without the employment prior written consent of counsel for 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case If any such action is brought against any indemnified party, party and it notifies the indemnifying party of the commencement thereofits commencement, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect elects by delivering written notice delivered to the indemnified party promptly after receiving notice of the aforesaid notice commencement of the action from such the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense thereofof the action, with counsel reasonably satisfactory to such the indemnified party; provided, howeverand after notice from the indemnifying party to the indemnified party of its election to assume the defense, that if the defendants (including impleaded parties) indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action include both action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party and has been authorized in writing by the indemnifying party and party, (2) the indemnified party shall have has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it which or other indemnified parties that are different from or additional in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party or parties shall and the indemnifying party (in which case the indemnifying party will not have the right to select separate counsel to assert such legal defenses and to otherwise participate in direct the defense of such action on behalf of such the indemnified party party) or parties. Upon receipt of notice from (4) the indemnifying party to such indemnified party of its election so has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and approval by other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (in addition to local counsel) for all such indemnified parties (which shall include the Alternative Managers, unless a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the Alternative Managers). No indemnifying party shall, without the prior written consent of counselthe 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 10 or Section 11 hereof whether or not the indemnified parties are actual or potential parties thereto, unless (x) 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 and (y) the indemnifying party will not be liable confirms in writing its indemnification obligations hereunder with respect to such indemnified party under this settlement, compromise or judgment. Notwithstanding Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i10(a)(ii) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodhereof, however, that the indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this paragraph, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one separate counsel (in addition to local counsel) representing 60 days after receipt by the indemnified parties), indemnifying party of such request and (ii) the indemnifying party shall not have employed counsel satisfactory to reimbursed the indemnified party in accordance with such request prior to represent the date of such settlement, unless (A) such failure to reimburse the indemnified party within is based on a reasonable time after notice of commencement dispute with a good faith basis as to either the obligation of the action indemnifying party arising under this Section 10 to indemnify the indemnified party or the amount of such obligation and (iiiB) the indemnifying party has authorized the employment of counsel for shall have notified the indemnified party at of such good faith dispute prior to the expense date of the indemnifying partysuch settlement.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6. In case indemnity agreement If any such action is shall be brought against any an indemnified party, and it notifies shall notify the indemnifying party of the commencement thereof, thereof and the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party (which shall not, except with the consent of any indemnified party; provided, however, that if the defendants (including impleaded parties) in also be counsel to any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties). Upon receipt of After notice from the indemnifying party or parties to such the indemnified party of its or their election so to assume the defense of such action and approval by the indemnified party of counselaction, the indemnifying party will or parties shall not be liable to such the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion other than reasonable costs of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodinvestigation; provided, however, that the indemnifying party Underwriters shall not be liable for have the expenses of more than right to employ one separate counsel (in addition to local counsel) representing to represent jointly the indemnified parties)Underwriters and their respective Affiliates, directors, managing members, trustees, general partners, officers and controlling persons who may be subject to liability arising out of any claim or action in respect of which indemnity may be sought by the Underwriters and their respective Affiliates, directors, managing members, trustees, general partners, officers and controlling persons against the Company under this Section 6, and the Company shall not be permitted to assume the defense of such claim or action, if: (i) the Company and the Underwriters and their respective Affiliates, directors, managing members, trustees, general partners, officers and controlling persons shall have so mutually agreed; (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party Company has failed within a reasonable time after notice of commencement of to retain counsel reasonably satisfactory to the action or Underwriters; (iii) the Underwriters and their respective Affiliates, directors, managing members, trustees, general partners, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there are or may be legal defenses available to them that are different from or in addition to those available to the Company; or (iv) the named parties in any such action (including any impleaded parties) include both the Underwriters or their respective Affiliates, directors, managing members, trustees, general partners, officers or controlling persons, on the one hand, and the Company, on the other hand, and representation of both sets of parties by the same counsel would present actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Company. 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 has authorized shall, without the employment prior written consent of counsel for 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select one separate counsel (and one local counsel in each jurisdiction) to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel in addition to local counsel) each jurisdiction), which shall be selected by the Underwriter (in the case of counsel representing the Underwriter or its related persons), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(b)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 subsection (a) or (b) above of notice of any claim or of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6such subsection, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the . The omission so to notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6party. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it or other indemnified parties, or both, which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof (other than reasonable costs of investigation conducted at the request of such indemnifying party) unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) , approved by such indemnifying party, representing the indemnified partiesparties under such subsection who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). No indemnifying party shall have any liability for any settlement of any action effected without its prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party could have sought indemnity hereunder unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select one separate counsel (and one local counsel in each jurisdiction) to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel in addition to local counsel) each jurisdiction), which shall be selected by the Representative (in the case of counsel representing the Underwriters or their related persons), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select one separate counsel (and one local counsel in each jurisdiction) to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel in addition to local counsel) each jurisdiction), which shall be selected by the Representatives (in the case of counsel representing the Underwriters or their related persons), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a), (b), (c) or (d) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in paragraph (a), (b), (c) or (d) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be reasonably satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim, action, suit, investigation or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding and does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6subsection (a) or (b) above, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so failure to notify the indemnifying party will shall not relieve it from any liability which that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to any an indemnified party otherwise than under this Section 6subsection (a) or (b) above. In case any such action is brought against any indemnified party, party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party; provided, howeverbe counsel to the indemnifying party), that if and after notice from the defendants indemnifying party to 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 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action 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 indemnified party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representative in the case of Section 6(c)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel), approved by the indemnifying party (or by the Representatives in the case of Sections 7(b) and 8), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 (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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of shall give written notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action, such indemnified party will, if a claim action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case If any such action claim is brought against any an indemnified party, and it the indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and (which shall not, except with the indemnifying party and consent of the indemnified party shall have reasonably concluded that there may party, also be legal defenses available to it which are different from or additional to those available counsel to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties). Upon receipt of After notice from the indemnifying party to such the indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselclaim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion other than reasonable costs of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodinvestigation; provided, however, that the indemnifying party Representative shall not be liable for have the expenses of more than right to employ one separate counsel (in addition to local counsel) representing to represent jointly the indemnified parties)Representative and those other Underwriters and their respective directors, officers and controlling persons who may be subject to liability arising out of any claim or action in respect of which indemnity may be sought by the Underwriter against the Transaction Entities under this Section 6, and the Transaction Entities shall not be permitted to assume the defense of such claim or action, if (i) the Transaction Entities and the Underwriters shall have so mutually agreed; (ii) the indemnifying party shall not Transaction Entities have employed counsel satisfactory to the indemnified party to represent the indemnified party failed within a reasonable time after notice of commencement of to retain counsel reasonably satisfactory to the action or Underwriters; (iii) the Underwriters and their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there are or may be legal defenses available to them that are different from or in addition to those available to the Transaction Entities; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Underwriters or their respective directors, officers or controlling persons, on the one hand, and the Transaction Entities, on the other hand, and representation of both sets of parties by the same counsel would present actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Transaction Entities. 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 has authorized shall, without the employment prior written consent of counsel for 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), reasonably approved by the indemnifying party (or by the Underwriter in the case of Section 6(c)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by Each Company Indemnified Party or Underwriter Indemnified Party (in any such case, an indemnified “Indemnified Party”) shall give notice as promptly as reasonably practicable to each indemnifying party under this Section 6 of notice of the commencement of any action, such indemnified party willaction commenced against it, if a claim in respect thereof is to be made against the such indemnifying party under this Section 66(a) or Section 6(b) hereof, but failure to so notify the an indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the shall not relieve such indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, hereunder except to the extent that it has been materially prejudiced (through the forfeiture or impairment of procedural or substantive rights or defenses) by such failure, provided that the failure to notify such indemnifying party shall not relieve such indemnifying party from any liability that it may elect have to an Indemnified Party otherwise than under Section 6(a)(i) or Section 6(b) above. Counsel for the Indemnified Parties shall be selected as follows: counsel for the Company Indemnified Parties shall be selected by written notice delivered to the indemnified Representatives and counsel for the Underwriter Indemnified Parties shall be selected by the Company. An indemnifying party promptly after receiving the aforesaid notice from such indemnified partymay, to assume jointly with any other indemnifying party similarly notified, participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that if the defendants (including impleaded parties) in any counsel for such action include both the indemnified party and the indemnifying party shall not (except with the consent of an Indemnified Party) also be counsel for such Indemnified Party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the such indemnifying party to such indemnified party Indemnified Party of its election so to assume the defense of thereof, such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party Indemnified Party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof unless (i) the indemnified party other than reasonable costs of investigation. In no event shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the such indemnifying party shall not parties be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing separate from their own counsel for the indemnified partiesCompany Indemnified Parties and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriter Indemnified Parties, in each case 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 Party, 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to, or an admission of, fault, culpability or a failure to the indemnified party to represent the indemnified party within a reasonable time after notice act by or on behalf of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyany Indemnified Party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select one separate counsel (and one local counsel in each jurisdiction) to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel in addition to local counsel) each jurisdiction), which shall be selected by Xxxxxxx Xxxxx (in the case of counsel representing the Underwriters or their related persons), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, 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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 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 6 or Section 7 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent that it has not been materially prejudiced (including through the forfeiture of substantive rights and defenses) as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will 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 the Representatives, 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 shall not have the right to direct the defense of any direction in any proceeding on behalf of the indemnified party or parties. In any such proceeding, any indemnified party otherwise than under this Section 6. In case any shall have the right to retain its own counsel, but the fees and expenses of such action is brought against any indemnified party, and it notifies counsel shall be at the indemnifying party expense of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the such indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants unless (including impleaded partiesi) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party, ; or (iv) the named parties in 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 parties potential differing interests between them. In no event shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not parties be liable for the fees and expenses of more than one separate (1) counsel (in addition to any local counsel) representing 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 or based upon 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 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 6 or Section 7 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 or based upon such litigation, investigation, proceeding or claim and (ii) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under Sections 6(a) or 6(b) hereof unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in Sections 6(a) or 6(b) hereof. In case any such action is brought against any The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice (after consultation with the indemnified party, and it notifies ) at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be reasonably satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 611, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 611. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the applicable indemnified parties, which consent shall not be unreasonably withheld or delayed, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual parties to such claim or action or have been threatened to become parties to such claim or action) unless such settlement, compromise or consent includes (i) an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered 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. An indemnifying party promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and counsel to the indemnifying party and shall not (except with the consent of the indemnified party party) also be counsel to the indemnified party. Notwithstanding the foregoing, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action (which approval shall have not be unreasonably withheld, it being understood that, in the case of the indemnified parties under Section 6(a) above, such approval shall be given by Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated), unless such indemnified parties reasonably concluded object to such assumption on the ground that there may be legal defenses available to it them which are different from or additional in addition to those available to the such indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert in which case such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so shall not be entitled to assume the defense of such action and approval by the indemnified party of counsel, the action. If an indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with assumes the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodsuch action, however, that the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly Any party that proposes to assert the right to be indemnified under this section will, promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, suit or proceeding against such indemnified party will, if in respect of which a claim in respect thereof is to be made against the an indemnifying party or parties under this Section 6section, notify the each such indemnifying party in writing within a reasonable period of time of the commencement thereof; of such action, suit or proceeding, enclosing a copy of all papers served. No indemnification provided for in Section 6(a) or 6(b) shall be available to any party who shall fail to give notice as provided in this Section 6(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice but the omission so to notify the such indemnifying party will of any such action, suit or proceeding shall not relieve it from any liability which that it may have to any indemnified party for contribution or otherwise than under this Section 6section. In case any such action is action, suit or proceeding shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein in, and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with one firm of legal counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action thereof and the approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal or other expenses expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying parties, (ii) the indemnified party shall have employed separate been advised by counsel in connection with the assertion of that there may be one or more legal defenses available to it which are different from or in accordance with the proviso addition to those available to the next preceding sentence indemnifying party (it being understoodin which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable time after notice of the commencement thereof, however, that in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying parties. An indemnifying party shall not be liable for the expenses any settlement of more than one separate counsel (in addition to local counsel) representing the indemnified parties)any action, (ii) the indemnifying party suit, and proceeding or claim effected without its written consent, which consent shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action be unreasonably withheld or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partydelayed.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case of parties indemnified pursuant to SECTION 7(a) hereof, counsel to the indemnified parties shall be selected by the Representative, and, in the case of parties indemnified pursuant to SECTION 7(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 is brought against any indemnified partyor, and if it notifies the indemnifying party so elects within a reasonable time after receipt of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, to assume the defense thereofof any suit brought to enforce any such claim; but if it so elects to assume the defense, with such defense shall be conducted by counsel satisfactory chosen by it and approved by the indemnified parties, which approval shall not be unreasonably withheld. In the event that an indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party or parties shall bear the fees and expenses of any additional counsel thereafter retained by such indemnified partyparty or parties; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate employ counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice or parties who may be subject to liability arising out of commencement any action in respect of the action or (iii) which indemnity may be sought against the indemnifying party has authorized if (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, or (ii) in the reasonable judgment of counsel for the indemnified party at or parties, there may be legal defenses available to such indemnified person which are different from or in addition to those available to such indemnifying person, in which event the expense reasonable fees and expenses of appropriate separate counsel shall be borne by the indemnifying 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 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 7 or SECTION 8 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel), approved by the indemnifying party (or by the Representatives in the case of Sections 7(b) and 8 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 68(a) or (b) above, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so failure to notify the indemnifying party will (i) shall not relieve it from any liability which that it may have under Section 8(a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this the indemnification obligation provided in Section 68(a) or (b) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the action or such action, (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party or (v) the indemnified party is a QIU Indemnified Party that shall have reasonably concluded that there may be one or more actual or potential legal defenses available to it that are different from or in addition to those available to other indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless (i) such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding of such action 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. 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 any proceeding effected without its written consent if (i) such settlement is entered into more than 45 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified parties shall be selected by the Underwriter 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 promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided, further, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the second proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Underwriter in the case of Section 6(b)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6section, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in paragraph (a) or (b) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be reasonably satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party and does not enjoin, censure or impose any restrictions upon any indemnified party. Notwithstanding anything to the contrary herein, neither the assumption of the defense of any such Action nor the payment of any fees or expenses related thereto shall be deemed to be an admission by the indemnifying party that it has obligation to indemnify any person pursuant to this Agreement.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party's election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), approved by the indemnifying party (or by the Placement Agents in the case of Section 8 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 4.1 or 4.2 hereof of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 64.1 or 4.2 hereof, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party (i) will not relieve it from any liability which it may have under Section 4.1 or 4.2 hereof unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this the indemnification obligation provided in Section 64.1 or 4.2 hereof. In case any such proceeding, any indemnified party shall have the right to retain its own counsel, but fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including any impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, It is understood that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) representing the for all such indemnified parties), (ii) . Such counsel shall be designated in writing by the indemnifying party shall not have employed counsel satisfactory Representatives in the case of parties indemnified pursuant to the second preceding paragraph, and by the Company in the case of parties indemnified party pursuant to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyfirst preceding paragraph.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified parties shall be selected by the Underwriters 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 promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided, further, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the second proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Underwriters in the case of Section 6(b)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability arising out of or based upon such proceeding or threatened claim, action, suit or proceeding, (B) 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 and (C) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or consent to the entry of judgement.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified parties shall be selected by the Representatives, 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 promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided, further, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the second proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(b)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 7 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 7 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Representative, and, in the case of parties indemnified pursuant to Section 7(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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 (which consent shall not be unreasonable withheld), 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 7 or Section 8 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(c)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder, except to the extent it is materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) hereof, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified party promptly after receiving parties shall be selected by the aforesaid notice from such indemnified Representatives, subject to the reasonable approval of the indemnifying party, and, in the case of parties indemnified pursuant to assume Section 6(b) hereof, counsel to the indemnified parties shall be selected by Xxxxxx, subject to the reasonable approval of the indemnifying party. An indemnifying party may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided further, if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case this Section 6), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying 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 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 reasonably be sought under this Section 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, such the indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the claim or the commencement thereofof that action; but provided, however, that the omission so failure to notify the indemnifying party will shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses or otherwise) by such failure and; provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section 6. In case If any such claim or action is shall be brought against any an indemnified party, and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such the indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of After notice from the indemnifying party to such the indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselclaim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof unless (i) other than reasonable costs of investigation; provided, however, that the indemnified party shall have employed the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 6 if (A) the indemnified party and the indemnifying party shall have so mutually agreed; (B) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (C) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (D) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the reasonably incurred fees and expenses of such separate counsel in connection with shall be paid by the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, indemnifying party as incurred. It is understood and agreed that the indemnifying party shall not not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees or expenses of more than one separate counsel firm (in addition to any local counsel) representing for all indemnified parties. Notwithstanding the foregoing, an indemnified party will be entitled to employ counsel separate from counsel for any other party in any such litigation, investigation or proceeding (such counsel to be reasonably satisfactory to the indemnifying party) if the indemnified parties)party shall have been advised by counsel who has determined that a divergence of interests exists between the parties or representation by counsel chosen by the indemnifying counsel of all such parties is inadvisable, (ii) or the indemnifying party shall and its counsel are not have employed counsel satisfactory to assuming the indemnified party to represent the indemnified party within a reasonable time after notice of commencement defense of the action other parties in the litigation, investigation or proceeding in a timely fashion. In such event, the reasonable fees and expenses of such separate counsel (iiiincluding local counsel if necessary) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of shall be paid by the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein andtherein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel as well as one local counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the An indemnifying party to such indemnified party of may participate at its election so to assume own expense in the defense of any such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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 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 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the an indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but provided that the omission failure to so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section 6 except to the extent that it has been materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve the indemnifying party from any liability that the indemnifying party may have to an indemnified party other than under this Section 6. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel (in addition to local counsel) each jurisdiction)), which shall be selected by the Representatives (in the case of counsel representing the Underwriters or their related persons), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case If any such action is brought against any indemnified party, party and it notifies the indemnifying party of the commencement thereofits commencement, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect elects by delivering written notice delivered to the indemnified party promptly after receiving notice of the aforesaid notice commencement of the action from such the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense thereofof the action, with counsel reasonably satisfactory to such the indemnified party; provided, howeverand after notice from the indemnifying party to the indemnified party of its election to assume the defense, that if the defendants (including impleaded parties) indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action include both action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party and has been authorized in writing by the indemnifying party and party, (2) the indemnified party shall have has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it which or other indemnified parties that are different from or additional in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party or parties shall and the indemnifying party (in which case the indemnifying party will not have the right to select separate counsel to assert such legal defenses and to otherwise participate in direct the defense of such action on behalf of such the indemnified party party) or parties. Upon receipt of notice from (4) the indemnifying party to such indemnified party of its election so has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and approval by other charges of counsel will be at the indemnified party expense of counsel, the indemnifying party will not or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (in addition to local counsel) for all such indemnified parties. 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 6 for any legal 10 or other expenses subsequently incurred by Section 11 hereof whether or not the indemnified parties are actual or potential parties thereto, unless (x) such indemnified party in connection with the defense thereof unless settlement, compromise or consent (i) the includes an unconditional release of each indemnified party shall have employed separate counsel 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 and (y) the indemnifying party confirms in connection writing its indemnification obligations hereunder with the assertion of legal defenses in accordance with the proviso respect to the next preceding sentence (it being understoodsuch settlement, howevercompromise or judgment. Notwithstanding Section 10(a)(ii) hereof, that the indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this paragraph, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one separate counsel (in addition to local counsel) representing 60 days after receipt by the indemnified parties), indemnifying party of such request and (ii) the indemnifying party shall not have employed counsel satisfactory to reimbursed the indemnified party in accordance with such request prior to represent the date of such settlement, unless (A) such failure to reimburse the indemnified party within is based on a reasonable time after notice of commencement dispute with a good faith basis as to either the obligation of the action indemnifying party arising under this Section 10 to indemnify the indemnified party or the amount of such obligation and (iiiB) the indemnifying party has authorized the employment of counsel for shall have notified the indemnified party at of such good faith dispute prior to the expense date of the indemnifying partysuch settlement.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 8(a) hereof, counsel to the indemnified parties shall be selected by the Representatives, in the case of parties indemnified pursuant to Section 8(b) hereof, counsel to the indemnified parties shall be selected by the Selling Shareholder, and it notifies in the case of parties indemnified pursuant to Section 8(c), counsel to the indemnified parties shall be selected by the Company. In any action the defense of which is assumed by the indemnifying party of the commencement thereofpursuant to this Agreement, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the an indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert participate in such legal defenses action and to otherwise participate in retain its own counsel at the defense of such action on behalf expense of such indemnified party or parties. Upon receipt party, except that the fees and expenses of notice from such counsel shall be borne by the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless if (i) the indemnifying party and such indemnified party shall have employed separate counsel mutually agreed in connection with the assertion of legal defenses in accordance with the proviso writing to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses retention of more than one separate counsel (in addition to local such counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed failed in a timely manner to assume the defense and employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action in such action, or (iii) the indemnifying indemnified party has authorized the employment of counsel for reasonably determines that defenses may be available to the indemnified party at which are not available to the expense indemnifying party or may not be consistent with the best interests of the indemnifying 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 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) above, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified parties shall be selected by the Representatives 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 promptly after receiving the aforesaid notice from such indemnified party, to assume may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that if counsel to the defendants indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. If it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant (including any impleaded parties) in any such action include both the action, which approval shall not be unreasonably withheld, provided that, if such indemnified party and the indemnifying party and the indemnified party shall have or parties reasonably concluded determine that there may be legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party or parties, then such indemnifying party or parties shall not be entitled to assume such defense. If the indemnifying partyparty or parties are not entitled to assume the defense of such action as a result of the proviso to the preceding sentence, counsel for the indemnifying party or parties shall be entitled to conduct the defense of such indemnifying party or parties and counsel for the indemnified party or parties shall have the right be entitled to select separate counsel to assert such legal defenses and to otherwise participate in conduct the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the If an indemnifying party to such indemnified party of its election so to assume assumes the defense of such action and approval by the indemnified party of counselaction, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 7 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 7 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 7(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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 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 7 or Section 8 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the each indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission failure to so to notify the a indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by such indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under this Section 6the indemnification obligation provided in paragraph (a) or (b) above. In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case any such action is brought against any indemnified party, and it notifies the indemnifying party shall not thereafter be responsible for the fees and expenses of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect any separate counsel retained by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partyor parties except as set forth below); provided, however, that if such counsel shall be satisfactory to the defendants indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying parties be liable for (1) fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Agents and each person who controls any Agent within the meaning of either the 1933 Act or the 1934 Act or (2) fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for, collectively, the Company and each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the 1933 Act or the 0000 Xxx. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes: (i) an unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such claim, action, suit or proceeding and (ii) 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. An indemnified party will not, without the prior written consent of the indemnifying parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying parties are actual or potential parties to such claim or action).

Actions against Parties; Notification. Promptly Any party that proposes to assert the right to be indemnified under this section will, promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, suit or proceeding against such indemnified party will, if in respect of which a claim in respect thereof is to be made against the an indemnifying party or parties under this Section 6section, notify the in writing each such indemnifying party in writing within a reasonable period of time of the commencement thereof; of such action, suit or proceeding, enclosing a copy of all papers served. No indemnification provided for in Section 6(a) or 6(b) shall be available to any party who shall fail to give notice as provided in this Section 6(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice but the omission so to notify the such indemnifying party will of any such action, suit or proceeding shall not relieve it from any liability which that it may have to any indemnified party otherwise than under this Section 6Agreement. In case any such action is action, suit or proceeding shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein in, and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with one firm of legal counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action thereof and the approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal or other expenses expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof thereof. The indemnified party shall have the right to employ another counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying parties, (ii) the indemnified party shall have employed separate been advised by counsel in connection with the assertion of that there may be one or more legal defenses available to it which are different from or in accordance with the proviso addition to those available to the next preceding sentence indemnifying party (it being understoodin which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable time after notice of the commencement thereof, however, that in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying parties. An indemnifying party shall not be liable for the expenses any settlement of more than one separate counsel (in addition to local counsel) representing the indemnified parties)any action, (ii) the indemnifying party suit, and proceeding or claim effected without its written consent, which consent shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action be unreasonably withheld or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partydelayed.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 6 of 8, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing. No indemnification provided for in Section 8(a) or (b) shall be available to any party who shall fail to give notice as provided in this Section 8(c) if the party to whom notice was not given was unaware of the commencement proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice (through the forfeiture of any actionsubstantive rights or defenses, but the failure to give such indemnified party will, if a claim in respect thereof is to be made against notice shall not relieve the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it or parties from any liability which it or they may have to any the indemnified party for contribution or otherwise than under this on account of the provisions of Section 68(a) or (b). In case any such action is proceeding shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if party and shall pay as incurred the defendants (including impleaded parties) in fees and disbursements of such counsel related to such proceeding. In any such action include both proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the indemnified party and in the event (i) the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party, party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party potential differing interests between them or parties. Upon receipt of notice from (iii) the indemnifying party to such indemnified party of its election so shall have failed to assume the defense of such action and approval by employ counsel acceptable to the indemnified party within a reasonable period of counsel, time after notice of commencement of the indemnifying party will not action. Such firm shall be liable designated in writing by you in the case of parties indemnified pursuant to such Section 8(a) and by the Company in the case of parties indemnified party under this pursuant to Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties)plaintiff, (ii) the indemnifying party shall not have employed counsel satisfactory agrees to indemnify the indemnified party to represent the indemnified party within a reasonable time after notice from and against any loss or liability by reason of commencement of the action such settlement or (iii) judgment. In addition, the indemnifying party has authorized will not, without the employment prior written consent of counsel for the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any indemnified party at the expense is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of the indemnifying partyeach indemnified party from all liability arising out of such claim, action or proceeding and 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies the each indemnifying party of the commencement thereofany suit, the indemnifying party will action, proceeding (including any governmental or regulatory investigation), claim or demand commenced against it in respect of which indemnity may be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified partysought hereunder; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the notify an indemnifying party shall not be liable for relieve such indemnifying party from any liability that it may have under this Section 6, except to the expenses extent that it has been materially prejudiced (through the forfeiture of more than one separate counsel (in addition to local counselsubstantive rights and defenses) representing the indemnified parties), (ii) the by such failure. The indemnifying party shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice and any others entitled to indemnification pursuant to this Section 6 that the indemnifying party may designate in such proceeding and shall pay the fees and expenses of commencement such counsel related to such proceeding, as incurred. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the action or expense of such indemnified party unless (iiii) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has authorized failed within a reasonable time to retain counsel reasonably satisfactory to the employment indemnified party; (iii) the indemnified party shall have reasonably concluded based on the advice of outside counsel that there are legal defenses available to it that may be different from or in addition to those available to the indemnifying party; or (iv) the named parties in 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 party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Initial Purchasers and the other indemnified party at parties referred to in Section 6(a) above; and the expense fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Company and the Guarantors, their respective directors, each of their respective officers and each person, if any, who controls the Company or the Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case 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 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 6 or Section 7 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, in form and substance reasonably satisfactory to such 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.

Actions against Parties; Notification. Promptly after receipt by If any Proceeding shall be brought or asserted against any person entitled to indemnification hereunder (an indemnified “Indemnified Party”), such Indemnified Party shall give prompt written notice to the party under this Section 6 of notice or parties from which such indemnification is sought (the “Indemnifying Parties” and each, an “Indemnifying Party”); provided, that the failure to so notify the Indemnifying Parties shall not relieve any of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it Indemnifying Parties from any obligation or liability which it may have to any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, except to the extent (but only to the extent) that it may elect shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnifying Party has been prejudiced materially by such failure. The Indemnifying Parties shall have the right, exercisable by giving written notice delivered to the indemnified party promptly an Indemnified Party, within 20 Business Days after receiving the aforesaid receipt of written notice from such indemnified partyIndemnified Party of such Proceeding, to assume assume, at their expense, the defense thereof, with counsel satisfactory to of any such indemnified partyProceeding; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties an Indemnified Party shall have the right to select employ separate counsel to assert in any such legal defenses Proceeding and to otherwise participate in the defense thereof, but the fees and expenses of such action on behalf counsel shall be at the expense of such indemnified party Indemnified Party or parties. Upon receipt of notice from parties unless: (i) the indemnifying party Indemnifying Parties have agreed to pay such indemnified party of its election so fees and expenses; (ii) the Indemnifying Parties shall have failed promptly to assume the defense of such action Proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and approval one or more Indemnifying Parties (or any affiliates or controlling persons of any of the Indemnifying Parties), and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the indemnified party Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of counselthe Indemnifying Parties, the indemnifying party will Indemnifying Parties shall not be liable have the right to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with assume the defense thereof unless (i) and the indemnified party reasonable fees and expenses of such counsel shall have employed separate counsel in connection with be at the assertion expense of legal defenses in accordance with the proviso to the next preceding sentence (Indemnifying Parties; it being understood, however, that that, the indemnifying party Indemnifying Parties shall not not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate counsel firm of attorneys (in addition to together with appropriate local counsel) representing at any time for such Indemnified Party). None of the indemnified parties)Indemnifying Parties shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment in or enter into any settlement of any pending or threatened Proceeding in respect of which indemnification or contribution may be sought hereunder (iiwhether or not any Indemnified Party is a party thereto) unless such judgment or settlement includes, as an unconditional term thereof, the indemnifying party shall not have employed counsel giving by the claimant or plaintiff to each Indemnified Party of a release, in form and substance reasonably satisfactory to the indemnified Indemnified Party, from all Losses that may arise from such Proceeding or the subject matter thereof (whether or not any Indemnified Party is a party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying partythereto).

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the one or more indemnifying party parties under this Section 6, notify the such indemnifying party in writing within a reasonable period of time or parties of the commencement thereof; but the omission so to notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a), (b) or (c) of this Section 66 or to the extent that the indemnifying party was not adversely affected by such omission. In case any such action is brought against any an indemnified party, party and it notifies the an indemnifying party or parties of the commencement thereof, the indemnifying party or parties against which a claim is to be made will be entitled to participate therein and, to the extent that it or they may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partywish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have has reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and otherwise to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses (other than the reasonable costs of investigation) subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have has employed separate such counsel in connection with the assertion assumption of such different or additional legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties)sentence, (ii) the indemnifying party shall has not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action action, or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party; provided, in each case, that the indemnifying party shall not be liable for the fees and expenses of more than one counsel for all indemnified parties and the indemnifying party shall only be liable for reasonable fees and expenses.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in, and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party, representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified parties, which consent shall not be unreasonably withheld, 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 7 or Section 8 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereofof such action, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partyshall wish, to assume the defense thereof, thereof with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such the indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such the indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof unless (i) other than reasonable costs of investigation. In any such action where the indemnifying party does not assume the defense thereof, counsel to the indemnified party parties shall have employed separate be selected by Merrill Lynch in the case of xxxxxxs xxxxmnified pursuant to Section 6(a) above, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understoodindemnified parties shall be selected by the Trust and the Adviser, and in both cases, an indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) representing 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 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 6 or Section 7 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) the indemnifying party shall does not have employed counsel satisfactory include a statement as to the or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) hereof, counsel to the indemnified parties shall be selected by the Representatives and, in the case of parties indemnified pursuant to Section 6(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 is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it at its option, may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such the indemnified party; provided, however, that if counsel to the defendants indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection 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. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including impleaded partieslocal counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party's election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to together with local counsel) ), approved by the indemnifying party (or by the Placement Agent in the case of Section 8 hereof), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.. 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 Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 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

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder; provided, however, that the failure to be made against the so notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have under this Section 6, notify except to the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will not relieve extent that it from any liability which it may have to any indemnified party otherwise than under this Section 6has been materially prejudiced by such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein in and, to the extent that it may elect shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in assume the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified partiesparties who are parties to such action (which separate counsel shall be selected by (x) the Representative, in the case of counsel representing the Initial Purchasers or their related persons or (y) the Company, in the case of counsel representing the Company and the Guarantors or their respective related persons), ) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6. In the case of parties indemnified pursuant to Section 6(a) and 6(b) above, counsel to the indemnified parties shall be selected by Barclays, and, in the case of parties indemnified pursuant to Section 6(c) above, counsel to the indemnified parties shall be selected by the Company or the Selling Shareholder, as applicable. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any such action for which indemnification is brought against any indemnified party, and it notifies sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the commencement thereofindemnifying party, retained by the indemnified party or parties except as set forth below). Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party will be entitled shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to participate therein and, to the extent that it may elect by written notice delivered to represent the indemnified party promptly after receiving would present such counsel with a conflict of interest, (ii) the aforesaid notice from such indemnified partyactual or potential defendants in, to assume the defense thereofor targets of, with counsel satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (iiiii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement the institution of the such action or (iiiiv) the indemnifying party has authorized the employment of counsel for shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. 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 6 or Section 7 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In case any such action is shall be brought against any indemnified party, party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified shall wish, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, if any, to assume the defense thereof, with counsel satisfactory to such indemnified party; providedselected in accordance with the next sentence, howeverand, that if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counselthereof, the indemnifying party will shall not be liable to such indemnified party under this Section 6 7 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, the indemnifying party shall not, under any of the circumstances described in clauses (i), (ii), (iii) and (iv) below, have the right to assume or direct the defense thereof and shall be liable to such indemnified party under this Section 7 for any legal expenses of other counsel or any other expenses in connection with the defense thereof if, in the reasonable judgment of the indemnified party (i) the indemnified party shall have employed separate use of the counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that chosen by the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within would present such counsel with a reasonable time after notice conflict of commencement interest, (ii) representation of the action indemnified party by such counsel would be inappropriate due to differing interests between the indemnifying party and any indemnified party, (iii) there are likely to be defenses available to the indemnified party that are different from, or in addition to, the defenses available to the indemnifying party, or (iiiiv) the indemnifying party has authorized fails to use reasonable diligence in defending against such action. In the employment case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 7(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 counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified 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 (which consent shall not be unreasonable withheld), 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 7 or Section 8 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 at the expense from all liability arising out of the indemnifying 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.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 6 of 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 action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under this Section 6, notify the shall not relieve such indemnifying party from any liability hereunder, except to the extent it is materially prejudiced as a result thereof and in writing within a reasonable period of time of the commencement thereof; but the omission so to notify the indemnifying party will any event shall not relieve it from any liability which that it may have to any indemnified party otherwise than under on account of this Section 6indemnity agreement. In the case any such action is brought against any of parties indemnified partypursuant to Section 6(a) hereof, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered counsel to the indemnified party promptly after receiving parties shall be selected by the aforesaid notice from such indemnified Representatives, subject to the reasonable approval of the indemnifying party, and, in the case of parties indemnified pursuant to assume Section 6(b) hereof, counsel to the indemnified parties shall be selected by Ventas, subject to the reasonable approval of the indemnifying party. An indemnifying party may participate at its own expense in the defense thereof, with counsel satisfactory to of any such indemnified partyaction; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party; provided further, if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it which and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to other than local counsel) ), reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(b)), representing the indemnified parties), parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) action, in each of which cases the indemnifying party has authorized the employment fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying 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 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 reasonably be sought under this Section 6 or Section 7 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.