Common use of Actions against Parties; Notification Clause in Contracts

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action, claim, proceeding or investigation (the “Action”), such indemnified party, 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 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party under this Section 10of substantial rights and defenses; provided further, will however, the omission so to notify the indemnifying party of the commencement thereof, but the omission to so 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 10 unless the indemnifying party has been substantially prejudiced by such omissionAgreement. The indemnifying party will shall be entitled to participate in, and, to appoint counsel of the extent that it may wish, jointly with any other 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, to assume the defense thereof subject to the provisions herein statedhowever, with that such counsel shall be reasonably satisfactory to such the indemnified party. The Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party will in an action, the indemnified party shall have the right to employ separate counsel in any such Action (including local counsel), and to participate in the defense thereofindemnifying party shall bear the reasonable fees, but the fees costs and expenses of such separate counsel will not be at if (i) the expense use of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested chosen by the indemnifying party to participate in represent the defense thereof indemnified party would present such counsel with a conflict of interest, (ii) the actual or shall have concluded in good faith potential defendants in, or targets of, any such action include both the indemnified party and specifically notified the indemnifying party either and the indemnified party shall have reasonably concluded that there may be specific legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party or that such Action involves or could shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a Material Adverse Effect upon it with respect to matters beyond the scope reasonable time after notice of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses institution of such Action on its behalf and in such case action or (iv) the reasonable indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriters and the other indemnified parties referred to in Section 6(a) above; and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action shall be brought against any indemnified party under this Section 10 unless and it shall notify the indemnifying part of the commencement thereof, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall be entitled to participate in, and, therein to the extent that it may shall wish, jointly with any the other indemnifying party 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The , with counsel, in the case of parties indemnified party will have pursuant to Section 6(a) above, selected by the right Representatives, and, in the case of parties indemnified pursuant to employ separate counsel Section 6(b) above, selected by the Company; provided, however, if the defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf and in of such case indemnified party or parties. In no event shall the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

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 10 of notice of the commencement of any actionSection, claim, proceeding or investigation such person (the “Action”), such 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 7(a) or (b) shall be available to any party who shall fail to give notice as provided in this Subsection if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, if a claim in respect thereof is but the failure to be made against give such notice shall not relieve the indemnifying party under this or parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 10, will 7(a) or (b). In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall be entitled to participate in, therein and, to the extent that it may shall wish, jointly with any other indemnifying partyparty similarly notified, to assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party. The party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding, and shall not be liable to such indemnified party will for any legal or other 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. In any such proceeding, any indemnified party shall have the right to employ separate retain its own counsel in any such Action and to participate in at its own expense. Notwithstanding the defense thereofforegoing, but the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses of such the counsel will not be at retained by the expense of indemnified party in the event (i) the indemnifying party if and the indemnified party shall have 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 has assumed and the indemnified party and the indemnified party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to assume the defense of the Action with and employ counsel reasonably satisfactory acceptable to the indemnified partyparty within a reasonable period of time after notice of commencement of the action. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Underwriters in the case of parties indemnified pursuant to Section 7(a) and by the Company in the case of parties indemnified pursuant to Section 7(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 plaintiff (other than a final judgment entered into pursuant to a settlement as to which the indemnifying party did not consent), the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the for reasonable fees and expenses of such counsel in connection accordance with any the provisions hereof, such participation or defenses indemnifying party agrees that it shall be paid liable for any settlement of the nature contemplated by Section 7(a) or (b) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 60 days after receipt by such indemnifying party. The party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it have reimbursed such indemnified party in accordance with such request prior to the foregoing date of such settlement. In addition, the indemnifying party will not, without the prior written consent of 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 is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such claim claim, action or Action, proceeding and (ii) does not include a statement as to to, or an admission of of, fault or culpability to act by or on behalf of such an indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) or 6(b) above, counsel to the indemnified parties shall be selected by the Representatives, 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 by the Selling Stockholders selling a majority of the Securities hereunder, as the case may be. 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. Notwithstanding the foregoing, the indemnifying party may elect in writing to assume the defense of such action or proceeding, and upon such election, the indemnifying party shall not be liable for any legal costs subsequently incurred by any indemnified party under this Section 10 (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled failed to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with provide counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate in a timely manner, (ii) counsel in any such Action and to participate in the defense thereof, but the fees and expenses reasonably determines that its representation of such counsel will not be at the expense indemnified parties could potentially or would present it with a conflict of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to interest or (iii) the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either parties reasonably determine that there may be specific legal defenses available to it which the indemnified parties that are different from or additional in addition to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond party. In no event shall the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any one local counsel in each jurisdiction) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect material adverse effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or action on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.indemnified

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give written notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any such claim is brought against an indemnified party, and the indemnified party under this Section 10 unless notifies the indemnifying party has been substantially prejudiced by such omission. The thereof, the indemnifying party will shall be entitled to participate in, therein and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party (which shall not, except with the consent of the indemnified party, also be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representative shall have the right to employ one counsel (in addition to local counsel) to represent jointly the Representative and those other Underwriters and their respective directors, officers and controlling persons who may be requested subject to liability arising out of any claim or action in respect of which indemnity may be sought by the indemnifying party Underwriter against the Company under this Section 6, and the Company shall not be permitted to participate in assume the defense thereof of such claim or action, if (i) the Company and the Underwriters shall have concluded in good faith so mutually agreed, (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Underwriters, (iii) the Underwriters and specifically notified the indemnifying party either their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there are or may be specific legal defenses available to it which them that are different from or additional in addition to those available to the indemnifying party Company or that (iv) the named parties in any such Action involves proceeding (including any impleaded parties) include both the Underwriters or could have a Material Adverse Effect upon it with respect to matters beyond their respective directors, officers or controlling persons, on the scope one hand, and the Company, on the other hand, and representation of both sets of parties by the indemnity agreements contained in this Agreementsame counsel would present actual or potential differing interests between them, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in any such case event the reasonable fees and expenses of such separate counsel in connection with any such participation or defenses shall be paid by the Company. In no event shall the indemnifying partyparties 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. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of Each Indemnified Party shall give notice of as promptly as reasonably practicable to the commencement Indemnifying Party of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim action commenced against it in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereofsought hereunder, but the omission failure to so notify the indemnifying party will Indemnifying Party shall not relieve such Indemnifying Party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any indemnified party under this Section 10 unless such action is brought against any Indemnified Party and it notifies the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will Indemnifying Party of its commencement, the Indemnifying Party shall be entitled to participate in, in and, to the extent that it may wish, jointly with any other indemnifying partyelects by delivering written notice to the Indemnified Party promptly after receiving notice of the commencement of the action from the Indemnified Party, to assume the defense thereof subject to of the provisions herein statedaction, with counsel reasonably satisfactory to such indemnified partythe Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense, the Indemnifying Party shall 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 Indemnified Party shall have the right to employ separate its own counsel in any such Action and to participate in the defense thereofaction, but the fees, expenses and other charges of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party has reasonably concluded (based on advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party, (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (d) the Indemnifying Party has not in fact employed counsel, reasonably satisfactory to the Indemnified Party, 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 and expenses of such counsel will not shall be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party Indemnifying Party. All such fees and expenses shall be requested reimbursed by the indemnifying party to participate in Indemnifying Party promptly as they are incurred. In no event shall the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may Indemnifying Party be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable liable for fees and expenses of such more than one counsel (in addition to any local or special counsel) separate from their own counsel for all Indemnified Parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The indemnifying party shall not consent to Neither the terms Indemnifying Party nor any of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing Indemnified Parties shall, without the prior written consent of the indemnified party unless Indemnified Party and the Indemnified Parties, such consent not to be unreasonably withheld, settle or compromise or settlement consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any Governmental Body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 1 or Section 2 of this Schedule F (iwhether or not the Indemnified Parties are actual or potential parties thereto), provided that the Indemnifying Party may consent to any such settlement, compromise or consent, without the consent of the Indemnified Parties, where such settlement, compromise or consent (y) includes an unconditional release of the indemnified party each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (iiz) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying partyIndemnified Party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve the Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) hereof, counsel to the indemnified parties shall be selected by the Representatives, 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall not (except with the consent of the indemnified party) also be entitled to participate in, and, counsel to the extent that indemnified party. If it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel chosen by it and which counsel is reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory acceptable to the indemnified partyparties’ defendant in such action, provided, however, that if unless such indemnified parties reasonably object to such assumption on the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to the Company. In no event shall the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of 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 accordance with the proviso to the preceding sentence, reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(c)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar related actions arising out of the indemnifying partysame general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The Subject to Section 6(e), 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 any the indemnified party for any amount paid under Section 6(a), (b) or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party(c) hereof.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action, claim, proceeding or investigation (the “"Action”"), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect material adverse effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights or defenses) as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this parties shall be selected by the Representatives and, in the case of parties indemnified pursuant to Section 10 unless 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party has been substantially prejudiced by may participate at its own expense in the defense of any such omission. The indemnifying party will be entitled to participate in, action and, to the extent that it may wishshall elect, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified parties; 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; provided further, however, that after notice from the indemnifying party to an indemnified party that the indemnifying party has elected to assume the defense of any action, the indemnifying party shall not be liable to such indemnified party for any legal fees or expenses of any 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. The indemnified party will have the right to employ separate its own counsel in any such Action and to participate in the defense thereofaction, but the fees fees, expenses and expenses other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party, and in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party if the or parties. No indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyshall, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, action, investigation or proceeding, 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 settlement consent (ix) includes an unconditional release of the each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such litigation, action, investigation, proceeding or claim or Action, and (iiy) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of 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 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 accordance with the proviso to the preceding sentence, reasonably approved by the indemnifying party (or by the Representatives in the case of Section 6(b)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar related actions arising out of the indemnifying partysame general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The Subject to Section 6(d), the indemnifying party under this Section 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 any the indemnified party for any amount paid under Section 6(a) or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party(b) hereof.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 subsection (a) or (b) above of notice of any claims or the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified partyparty shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 106 to the extent that it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that such indemnifying party may have otherwise than on account of the indemnity agreement hereunder). In case any such claim or action is brought against any indemnified party, will notify the and it notifies an indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inparticipate, andat its own expense in the defense of such action, and to the extent that it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party; provided however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party. The Notwithstanding the foregoing, the indemnified party will or parties shall have the right to employ separate its or their own counsel in any such Action and to participate in the defense thereofcase, but the fees and expenses of such counsel will not shall be at the expense of such indemnified party or parties unless (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, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying party if does not diligently defend the indemnifying party has assumed the defense action after assumption of the Action with counsel reasonably satisfactory to the indemnified partydefense, provided, however, that if the or (iv) such indemnified party shall be requested by the indemnifying party to participate in the defense thereof or parties shall have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it or them which are different from or additional to those available to one or all of the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond parties (in which case the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying parties shall not have the right to direct such defenses the defense of such Action action on its behalf of the indemnified party or parties), in any of which events such fees and in such case expenses shall be borne by the reasonable indemnifying parties. In no event shall the indemnifying party be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought by an indemnified party under this Section 6 or Section 7 hereof (whether or not the indemnified party is an actual or potential party thereto), unless (x) such settlement, compromise or settlement judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such claim claim, investigation, action or Action, proceeding and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability any failure to act, by or on behalf of such the indemnified party. The , and (y) the indemnifying party shall not be required confirms in writing its indemnification obligations hereunder with respect to indemnify any indemnified party for any amount paid such settlement, compromise or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying partyjudgment.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) or 6(b) above, counsel to the indemnified parties shall be selected by the Underwriter, and, in the case of parties indemnified pursuant to Section 6(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. Notwithstanding the foregoing, the indemnifying party may elect in writing to assume the defense of such action or proceeding, and upon such election, the indemnified party shall not be liable for any legal costs subsequently incurred by any indemnified party under this Section 10 (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled failed to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with provide counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate in a timely manner, (ii) counsel in any such Action and to participate in the defense thereof, but the fees and expenses reasonably determines that its representation of such counsel will not be at the expense indemnified parties could potentially or would present it with a conflict of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to interest or (iii) the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either parties reasonably determine that there may be specific legal defenses available to it which the indemnified parties that are different from or additional in addition to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond party. In no event shall the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any one local counsel in each jurisdiction) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of Each Indemnified Party shall give notice of as promptly as reasonably practicable to the commencement Indemnifying Party of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim action commenced against it in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereofsought hereunder, but the omission failure to so notify the indemnifying party will Indemnifying Party shall not relieve such Indemnifying Party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any indemnified party under this Section 10 unless such action is brought against any Indemnified Party and it notifies the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will Indemnifying Party of its commencement, the Indemnifying Party shall be entitled to participate in, in and, to the extent that it may wish, jointly with any other indemnifying partyelects by delivering written notice to the Indemnified Party promptly after receiving notice of the commencement of the action from the Indemnified Party, to assume the defense thereof subject to of the provisions herein statedaction, with counsel reasonably satisfactory to such indemnified partythe Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense, the Indemnifying Party shall 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 Indemnified Party shall have the right to employ separate its own counsel in any such Action and to participate in the defense thereofaction, but the fees, expenses and other charges of such counsel shall be at the expense of such Indemnified Party unless: (a) the employment of counsel by the Indemnified Party has been authorized in writing by the Indemnifying Party; (b) the Indemnified Party has reasonably concluded (based on advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party; (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party); or (d) the Indemnifying Party has not in fact employed counsel, reasonably satisfactory to the Indemnified Party, 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 and expenses of such counsel will not shall be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party Indemnifying Party. All such fees and expenses shall be requested reimbursed by the indemnifying party to participate in Indemnifying Party promptly as they are incurred. In no event shall the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may Indemnifying Party be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable liable for fees and expenses of such more than one counsel (in addition to any local or special counsel) separate from their own counsel for all Indemnified Parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The indemnifying party shall not consent to Neither the terms Indemnifying Party nor any of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing Indemnified Parties shall, without the prior written consent of the indemnified party unless Indemnifying Party and the Indemnified Parties, such consent not to be unreasonably withheld, settle or compromise or settlement 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 1 or Section 2 of this Schedule F (iwhether or not the Indemnified Parties are actual or potential parties thereto), provided that the Indemnifying Party may consent to any such settlement, compromise or consent, without the consent of the Indemnified Parties, where such settlement, compromise or consent (y) includes an unconditional release of the indemnified party each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (iiz) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying partyIndemnified Party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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. In case any such action shall be brought against any indemnified party under this Section 10 unless and it shall notify the indemnifying party has been substantially prejudiced by such omission. The of the commencement thereof, the indemnifying party will shall be entitled to participate in, therein and, to the extent that it may shall wish, jointly with any other indemnifying partyparty similarly notified, to assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will (which consent shall not be at unreasonably withheld, and which counsel shall not, except with the expense consent of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, be counsel to the indemnifying party), provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall be requested by have reasonably concluded that a conflict may arise between the positions of the indemnifying party to participate and the indemnified party in conducting the defense thereof of any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific legal defenses available to it its and/or other indemnified parties which are materially different from or additional to those available to the indemnifying party, the indemnified party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct such defenses select separate counsel to assume the legal defense of such Action indemnified party or parties (but not to control the defense of such action as to the indemnifying party) and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its behalf and election so 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 case 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 accordance with the proviso to the 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), approved by the indemnifying party) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of such counsel in connection with any such participation or defenses shall be paid by at the expense of the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by or before 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any such claim shall be brought against an indemnified party under this Section 10 unless party, and it shall notify the indemnifying party has been substantially prejudiced by such omission. The thereof, the indemnifying party will shall be entitled to participate in, therein and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party (which shall not, except with the consent of the indemnified party, also be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representatives shall have the right to employ one counsel (in addition to local counsel) to represent jointly the Representatives and those other Underwriters and their respective directors, officers and controlling persons who may be requested subject to liability arising out of any claim or action in respect of which indemnity may be sought by the indemnifying party Underwriters against the Transaction Entities under this Section 6, and the Transaction Entities shall not be permitted to participate in assume the defense thereof of such claim or action, if (i) the Company and the Underwriters shall have concluded in good faith so mutually agreed; (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Underwriters; (iii) the Underwriters and specifically notified the indemnifying party either their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there are or may be specific legal defenses available to it which them that are different from or additional in addition to those available to the indemnifying party Transaction Entities; or that (iv) the named parties in any such Action involves proceeding (including any impleaded parties) include both the Underwriters or could have a Material Adverse Effect upon it with respect to matters beyond their respective directors, officers or controlling persons, on the scope one hand, and the Company or the Operating Partnership, on the other hand, and representation of both sets of parties by the indemnity agreements contained in this Agreementsame counsel would present actual or potential differing interests between them, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in any such case event the reasonable fees and expenses of such separate counsel in connection with any such participation or defenses shall be paid by the Transaction Entities. In no event shall the indemnifying partyparties 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. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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. In case any such action shall be brought against any indemnified party under this Section 10 unless and it shall notify the indemnifying party has been substantially prejudiced by such omission. The of the commencement thereof, the indemnifying party will shall be entitled to participate in, therein and, to the extent that it may shall wish, jointly with any other indemnifying partyparty similarly notified, to assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will (which consent shall not be at unreasonably withheld, and which counsel shall not, except with the expense consent of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, be counsel to the indemnifying party), provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall be requested by have reasonably concluded that a conflict may arise between the positions of the indemnifying party to participate and the indemnified party in conducting the defense thereof of any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific legal defenses available to it its and/or other indemnified parties which are materially different from or additional to those available to the indemnifying party, the indemnified party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct such defenses select separate counsel to assume the legal defense of such Action indemnified party or parties (but not to control the defense of such action as to the indemnifying party) and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its behalf and election so 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 unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the 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), approved by the indemnifying party) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party within a reasonable time after notice of commencement of the action, in each of which case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by at the expense of the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by or before 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party under otherwise than on account of this Section 10 unless the indemnity agreement. An indemnifying party has been substantially prejudiced by may participate at its own expense in the defense of any such omissionaction. The If it so elects within a reasonable time after receipt of such notice, an indemnifying party will be entitled to participate in, and, to the extent that it may wishparty, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, unless such indemnified parties reasonably satisfactory object to such indemnified party. The indemnified party will have assumption on the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable not be liable for any fees and expenses of counsel for the indemnified parties incurred thereunder in connection with such action. 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 such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give prompt notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve it from any liability which that it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified parties shall be selected by Xxxxxxx Xxxxx. An indemnifying party under this Section 10 unless may participate at its own expense in the defense of such action; PROVIDED, HOWEVER, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The In no event shall the indemnifying party will or parties be entitled to participate inliable for the fees and expenses of more than one 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. If it so elects within a reasonable time after receipt of such notice, and, to the extent that it may wishan indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof of such action with counsel chosen by it (subject to the provisions herein statedapproval of the indemnified parties defendant in such action, with counsel which approval shall not be unreasonably withheld) unless such indemnified parties reasonably satisfactory object to such indemnified party. The indemnified party will have assumption on the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional to are in conflict with those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable not be liable for any fees and expenses of such counsel for the indemnified party incurred thereafter in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying partyaction.

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 10 of notice of the commencement of any actionSection, claim, proceeding or investigation such person (the “Action”), such 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 7(a) or (b) shall be available to any party who shall fail to give notice as provided in this Subsection if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, if a claim in respect thereof is but the failure to be made against give such notice shall not relieve the indemnifying party under this or parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 10, will 7(a) or (b). In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall be entitled to participate in, therein and, to the extent that it may shall wish, jointly with any other indemnifying partyparty similarly notified, to assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party. The party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding, and shall not be liable to such indemnified party will for any legal or other 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. In any such proceeding, any indemnified party shall have the right to employ separate retain its own counsel in any such Action and to participate in at its own expense. Notwithstanding the defense thereofforegoing, but the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses of such the counsel will not be at retained by the expense of indemnified party in the event (i) the indemnifying party if and the indemnified party shall have 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 has assumed and the indemnified party and the indemnified party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to assume the defense of the Action with and employ counsel reasonably satisfactory acceptable to the indemnified partyparty within a reasonable period of time after notice of commencement of the action. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Underwriters in the case of parties indemnified pursuant to Section 7(a) and by the Company or the Guarantors in the case of parties indemnified pursuant to Section 7(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 plaintiff (other than a final judgment entered into pursuant to a settlement as to which the indemnifying party did not consent), the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the for reasonable fees and expenses of such counsel in connection accordance with any the provisions hereof, such participation or defenses indemnifying party agrees that it shall be paid liable for any settlement of the nature contemplated by Section 7(a) or (b) effected without its written consent if (i) such settlement is entered into in good faith by the indemnified party more than 60 days after receipt by such indemnifying party. The party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it have reimbursed such indemnified party in accordance with such request prior to the foregoing date of such settlement. In addition, the indemnifying party will not, without the prior written consent of 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 is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such claim claim, action or Action, proceeding and (ii) does not include a statement as to to, or an admission of of, fault or culpability to act by or on behalf of such an indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of Each Indemnified Party shall give notice of as promptly as reasonably practicable to the commencement Indemnifying Party of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim action commenced against it in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereofsought hereunder, but the omission failure to so notify the indemnifying party will Indemnifying Party shall not relieve such Indemnifying Party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any indemnified party under this Section 10 unless such action is brought against any Indemnified Party and it notifies the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will Indemnifying Party of its commencement, the Indemnifying Party shall be entitled to participate in, in and, to the extent that it may wish, jointly with any other indemnifying partyelects by delivering written notice to the Indemnified Party promptly after receiving notice of the commencement of the action from the Indemnified Party, to assume the defense thereof subject to of the provisions herein statedaction, with counsel reasonably satisfactory to such indemnified partythe Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense, the Indemnifying Party shall 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 Indemnified Party shall have the right to employ separate its own counsel in any such Action and to participate in the defense thereofaction, but the fees fees, expenses and expenses other charges of such counsel will not shall be at the expense of such Indemnified Party unless (a) the indemnifying party if employment of counsel by the indemnifying party Indemnified Party has assumed been authorized in writing by the defense Indemnifying Party, (b) the Indemnified Party has reasonably concluded (based on advice of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either Indemnified Party) that there may be specific 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 or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.Indemnifying Party,

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of 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 accordance with the proviso to the preceding sentence, reasonably approved by the indemnifying party (or by Xxxxxxx Xxxxx in the case of Section 6(b)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar related actions arising out of the indemnifying partysame general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The 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 any the indemnified party for any amount paid under Section 6(a) or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party(b) hereof.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party under otherwise than on account of this Section 10 unless the indemnity agreement. An indemnifying party has been substantially prejudiced by may participate at its own expense in the defense of any such omissionaction. The If it so elects within a reasonable time after receipt of notice, an indemnifying party will be entitled to participate in, and, to the extent that it may wishparty, jointly with any other indemnifying partyparties 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. Notwithstanding the election of the indemnifying parties to assume the defense thereof subject to of such litigation or proceeding, the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will parties shall have the right to employ separate counsel in any such Action and to participate in the defense thereofof such litigation or proceeding, but and the fees indemnifying parties shall bear the reasonable fees, costs and expenses of such separate counsel will (provided that with respect to any single litigation or proceeding or with respect to several litigations or proceedings involving substantially similar legal claims, the indemnifying parties shall not be at required to bear the expense fees, costs and expenses of more than one such counsel in addition to any local counsel) if (i) in the reasonable judgment of such indemnifying parties the use of counsel chosen by the indemnifying parties to represent such indemnified parties would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such litigation or proceeding include both an indemnified party if and the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyparties, provided, however, that if the and such indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific legal defenses available to it which or to other indemnified parties that are different from or additional to those available to the indemnifying party or that parties (in which case the indemnifying parties shall not have the right to direct the defense of such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope action on behalf of the indemnity agreements contained indemnified parties), (iii) the indemnifying parties shall not have employed counsel reasonably satisfactory to such indemnified parties to represent such indemnified parties within a reasonable time after notice of the institution of such litigation or proceeding or (iv) the indemnifying parties shall authorize in this Agreementwriting such indemnified parties to employ separate counsel at the expense of the indemnifying parties. In any action or proceeding the defense of which the indemnifying parties assumes, then the counsel representing it, to the extent made necessary by such defenses, indemnified parties shall have the right to direct such defenses of such Action on its behalf and participate in such case the reasonable fees litigation and expenses of retain its own counsel at such counsel in connection with any such participation or defenses shall be paid by the indemnifying partyindemnified parties’ own expense. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 11 or Section 12 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced parties shall be selected by such omission. The indemnifying party will be entitled to participate inXxxxxxx Xxxxx, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent that indemnified parties shall be selected by the Company. If it may wishso elects within a reasonable time after receipt of the notice mentioned above from an indemnified party, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action chosen by it and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyparties defendant in such action, provided, however, that if unless such indemnified parties reasonably object to such assumption on the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable 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 counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of notice of The QIU shall promptly notify the commencement Company of any action, claim, proceeding or investigation (Proceeding commenced against the “Action”), such indemnified party, if a claim QIU in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereofsought hereunder, but the omission failure to so notify the indemnifying party will Company shall not relieve it the Company from any liability which it the Company may have to the QIU or any indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced by such omissionperson or otherwise. The indemnifying party will be entitled to Company may participate inat its own expense in the defense of any such action; PROVIDED, andHOWEVER, that counsel to the extent that Company shall not (except with the consent of the QIU or except as provided in the next sentence) also be counsel to the QIU. If it may wishso elects within a reasonable time after receipt of such notice, the Company, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject of such action with counsel chosen by it and which counsel is reasonably acceptable to the provisions herein statedQIU, with counsel unless the QIU reasonably satisfactory objects to such indemnified party. The indemnified party will have assumption on the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it which are different from or additional in addition to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond Company. In no event shall the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable Company be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from its own counsel for the QIU in connection with any such participation Proceeding or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The indemnifying party Company shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing not, without the prior written consent of the indemnified QIU, 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 11 hereof (whether or not the QIU is an actual or potential party thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the indemnified party QIU from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying partyQIU.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of 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 accordance with the proviso to the preceding sentence, reasonably approved by the indemnifying party (or by Xxxxxx Xxxxxxx in the case of Section 6(b)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar related actions arising out of the indemnifying partysame general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The 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 any the indemnified party for any amount paid under Section 6(a) or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party(b) hereof.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)(1) 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representative shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the indemnifying party to participate under this Section 6 if, in the defense thereof reasonable judgment of the Representative, either (i) there is an actual or shall have concluded in good faith and specifically notified potential conflict between the position of the indemnifying party either that on the one hand and the Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying party shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Representative with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)(1) above, counsel to the indemnified parties shall be selected by Mxxxxxx Lxxxx, 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representatives shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the indemnifying party to participate under this Section 6 if, in the defense thereof reasonable judgment of the Representatives, either (i) there is an actual or shall have concluded in good faith and specifically notified potential conflict between the position of the indemnifying party either that on the one hand and the Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying party shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Representatives with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) hereof, counsel to the indemnified parties shall be selected by the Underwriters, 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall not (except with the consent of the indemnified party) also be entitled to participate in, and, counsel to the extent that indemnified party. If it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel chosen by it and which counsel is reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory acceptable to the indemnified partyparties’ defendant in such action, provided, however, that if unless such indemnified parties reasonably object to such assumption on the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party. In no event shall the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of Each Indemnified Party shall give notice of as promptly as reasonably practicable to the commencement Indemnifying Party of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim action commenced against it in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereofsought hereunder, but the omission failure to so notify the indemnifying party will Indemnifying Party shall not relieve such Indemnifying Party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any indemnified party under this Section 10 unless such action is brought against any Indemnified Party and it notifies the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will Indemnifying Party of its commencement, the Indemnifying Party shall be entitled to participate in, in and, to the extent that it may wish, jointly with any other indemnifying partyelects by delivering written notice to the Indemnified Party promptly after receiving notice of the commencement of the action from the Indemnified Party, to assume the defense thereof subject to of the provisions herein statedaction, with counsel reasonably satisfactory to such indemnified partythe Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense, the Indemnifying Party shall 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 Indemnified Party shall have the right to employ separate its own counsel in any such Action and to participate in the defense thereofaction, but the fees, expenses and other charges of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party has reasonably concluded (based on advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party, (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (d) the Indemnifying Party has not in fact employed counsel, reasonably satisfactory to the Indemnified Party, 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 and expenses of such counsel will not shall be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party Indemnifying Party. All such fees and expenses shall be requested reimbursed by the indemnifying party to participate in Indemnifying Party promptly as they are incurred. In no event shall the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may Indemnifying Party be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable liable for fees and expenses of such more than one counsel (in addition to any local or special counsel) separate from their own counsel for all Indemnified Parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The indemnifying party shall not consent to Neither the terms Indemnifying Party nor any of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing Indemnified Parties shall, without the prior written consent of the indemnified party unless Indemnified Party and the Indemnified Parties, such consent not to be unreasonably withheld, settle or compromise or settlement 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 1 or Section 2 of this Schedule E (i) includes an unconditional release of whether or not the indemnified party from all liability arising out of such claim Indemnified Parties are actual or Actionpotential parties thereto), and (ii) does not include a statement no Indemnified Party, as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party applicable, shall not be required to indemnify any indemnified party liable for any amount paid or payable by such settlement unless it has consented in the settlement of any claim or Action without the prior written consent of the indemnifying partywriting to such settlement.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party under otherwise than on account of this Section 10 unless the indemnity agreement. An indemnifying party has been substantially prejudiced by may participate at its own expense in the defense of any such omissionaction. The If it so elects within a reasonable time after receipt of notice, an indemnifying party will be entitled to participate in, and, to the extent that it may wishparty, 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, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying 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 the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx Fargo and each person, if any, who controls Xxxxx Fargo within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Company, the Operating Partnership, the trustees of the Company, each of the officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 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. Notwithstanding the election of the indemnifying parties to assume the defense thereof subject to of such litigation or proceeding, the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will parties shall have the right to employ separate counsel in any such Action and to participate in the defense thereofof such litigation or proceeding, but and the fees indemnifying parties shall bear the reasonable fees, costs and expenses of such separate counsel will (provided that with respect to any single litigation or proceeding or with respect to several litigations or proceedings involving substantially similar legal claims, the indemnifying parties shall not be at required to bear the expense fees, costs and expenses of more than one such counsel in addition to any local counsel) if (i) in the reasonable judgment of such indemnifying parties the use of counsel chosen by the indemnifying parties to represent such indemnified parties would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such litigation or proceeding include both an indemnified party if and the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyparties, provided, however, that if the and such indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific legal defenses available to it which or to other indemnified parties that are different from or additional to those available to the indemnifying party or that parties (in which case the indemnifying parties shall not have the right to direct the defense of such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope action on behalf of the indemnity agreements contained indemnified parties), (iii) the indemnifying parties shall not have employed counsel reasonably satisfactory to such indemnified parties to represent such indemnified parties within a reasonable time after notice of the institution of such litigation or proceeding or (iv) the indemnifying parties shall authorize in this Agreementwriting such indemnified parties to employ separate counsel at the expense of the indemnifying parties. In any action or proceeding the defense of which the indemnifying parties assumes, then the counsel representing it, to the extent made necessary by such defenses, indemnified parties shall have the right to direct such defenses of such Action on its behalf and participate in such case the reasonable fees litigation and expenses of retain its own counsel at such counsel in connection with any such participation or defenses shall be paid by the indemnifying partyindemnified parties’ own expense. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In the event of any such claim, action or proceeding, if the indemnified party under this Section 10 unless shall notify the indemnifying party has been substantially prejudiced by such omission. The of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to shall assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action , and to participate in the defense thereof, but shall pay the fees and expenses of such counsel; provided, however, (i) if the indemnifying party fails to assume such defense in a timely manner or (ii) if there exists or may exist a conflict of interest that would make it inappropriate in the reasonable judgment of such indemnified party for the same counsel will not to represent both the indemnified party and the indemnifying party, then such indemnified party shall be entitled to retain its own counsel at the reasonable expense of the indemnifying party if the indemnifying party has assumed party. In respect of any claim, action or proceeding the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party which shall be requested have been assumed by the indemnifying party, in accordance with the foregoing, each indemnified party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and participate in such case litigation and to retain its own counsel at its own expense. In no event shall the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder, except to the extent it is materially prejudiced as a result thereof and in any event shall not relieve it from any liability which that it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Sections 6(a) or 6(b) hereof, counsel to the indemnified party under this Section 10 unless parties shall be selected by the Underwriter, subject to the reasonable approval of the indemnifying party has been substantially prejudiced party, and, in the case of parties indemnified pursuant to Section 6(c) hereof, counsel to the indemnified parties shall be selected by such omissionVentas and the Selling Stockholders, as the case may be, subject to the reasonable approval of the indemnifying party. The An indemnifying party will be entitled to may participate inat its own expense in the defense of any such action, and, to the extent that it may shall wish, jointly with any other indemnifying partyparty similarly notified, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, ; 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 in any such action include both the indemnified party and the indemnifying party and the indemnified party shall be requested by have reasonably concluded that a conflict may arise between the positions of the indemnifying party to participate and the indemnified party in conducting the defense thereof of any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of 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 accordance with the proviso to the 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 local counsel), reasonably approved by the indemnifying party (or by the Underwriter in the case of Section 6(c)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 7(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentatives, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the extent indemnified parties shall be selected by the ABN AMRO Parties, provided that if it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel 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 satisfactory object to such indemnified assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. The indemnified If an indemnifying party will have the right to employ separate counsel in any such Action and to participate in assumes the defense thereofof such action, but the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such counsel will not be at the expense of the action. An indemnifying party if the indemnifying party has assumed may participate at its own expense in the defense of the Action with counsel reasonably satisfactory to the indemnified party, any such action; provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available counsel to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it shall not (except with respect to matters beyond the scope consent of the indemnity agreements contained in this Agreement, then the indemnified party) also be counsel representing it, to the extent made necessary by such defenses, indemnified party. In no event shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any one firm of local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 8(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentatives, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the extent that indemnified parties shall be selected by the Company. If it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel 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 satisfactory object to such indemnified assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. The indemnified If an indemnifying party will have the right to employ separate counsel in any such Action and to participate in assumes the defense thereofof such action, but 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 other than the reasonable costs of investigation. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel will not be at (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 expense same jurisdiction arising out of the same general allegations or circumstances unless (i) the indemnifying party if and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has assumed the defense of the Action with failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party, provided, however, that if ; (iii) the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party party; or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (iv) the scope of the indemnity agreements contained named parties in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the indemnifying partysame counsel would be inappropriate due to actual or potential differing interests between them. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights or defenses) as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 9(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will Representatives and be reasonably acceptable to the Company, provided that the Company shall be entitled to participate in, in any action set forth in Section 9(a) above and, to the extent that it may shall wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, Representatives provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall be requested by have reasonably concluded that a conflict may arise between the positions of the indemnifying party to participate and the indemnified party in conducting the defense thereof of any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on behalf of such indemnified party or parties. Upon receipt of notice from the Company to the Representatives of its behalf election so to assume the defense thereof and approval by the Representatives of counsel, the Company shall not be liable to such indemnified parties under this section for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such case indemnified parties, in connection with the reasonable defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the 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 (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representatives 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) 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 and shall be paid as they are incurred. In the case of parties indemnified pursuant to Section 9(c) above, counsel to the indemnified parties shall be selected by the Company and be reasonably acceptable to the Representatives. 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. Except as set forth above, 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 such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party under otherwise than on account of this Section 10 unless the indemnity agreement. If an indemnifying party has been substantially prejudiced by so elects within a reasonable time after receipt of such omission. The notice, an indemnifying party will be entitled to participate inparty, and, to the extent that it may wish, severally or jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably acceptable to the indemnified parties defendant in such action, provided, however, that if (i) representation of such indemnified party by the same counsel would present a conflict of interest or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and any such indemnified party reasonably determines that there may be legal defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party, then in the case of clauses (i) and (ii) of this Section 6(c) such indemnifying party and counsel for each indemnifying party or parties shall not be entitled to assume such defense. If either (A) an indemnifying party is not entitled to assume the defense thereof subject of such action as a result of the proviso to the preceding sentence or (B) an indemnifying party is entitled under the preceding sentence to assume the defense of such action but fails to do so in accordance with the provisions herein statedof this paragraph within a reasonable time after the indemnifying party was given notice of commencement of the action, with then, in either case: (x) counsel reasonably satisfactory to such indemnified party. The selected by the indemnified party will have the right or parties shall be entitled to employ separate counsel in any conduct such Action defense and to participate in the defense thereof, but (y) such indemnifying party or parties must reimburse all the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if for the indemnified party shall be requested by or parties as they are incurred. Notwithstanding the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to preceding sentence, the indemnifying party or that parties may participate, at its own expense, in the defense of any such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond action. If an indemnifying party assumes the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses defense of such Action on its behalf action, in accordance with and in as permitted by the provisions of this paragraph, such case the reasonable indemnifying 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 firm of attorneys (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Such firm of attorneys shall be paid designated in writing, in the case where the indemnified parties are any of the parties indemnified pursuant to Section 6(a) above, by Xxxx Xxxxx and, in the case where the indemnified parties are any of the parties indemnified pursuant to Section 6(b) above, by the indemnifying partyCompany. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 of this Agreement (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party liable for any amount paid or payable by it in the settlement of any claim proceeding effected without its written consent, but if settled with such consent or Action without if there be a final judgment for the prior written consent of plaintiff, the indemnifying partyparty agrees to the extent specified in this Section 6 to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give written notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any such claim is brought against an indemnified party, and the indemnified party under this Section 10 unless notifies the indemnifying party has been substantially prejudiced by such omission. The thereof, the indemnifying party will shall be entitled to participate in, therein and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party (which shall not, except with the consent of the indemnified party, also be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representative shall have the right to employ one counsel (in addition to local counsel) to represent jointly the Representative and those other Underwriters and their respective directors, officers and controlling persons who may be requested subject to liability arising out of any claim or action in respect of which indemnity may be sought by the indemnifying party Underwriter against the Company under this Section 6, and the Company shall not be permitted to participate in assume the defense thereof of such claim or action, if (i) the Company and the Underwriters shall have concluded in good faith so mutually agreed, (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Underwriters, (iii) the Underwriters and specifically notified the indemnifying party either their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there are or may be specific legal defenses available to it which them that are different from or additional in addition to those available to the indemnifying party Company or that (iv) the named parties in any such Action involves proceeding (including any impleaded parties) include both the Underwriters or could have a Material Adverse Effect upon it with respect to matters beyond their respective directors, officers or controlling persons, on the scope one hand, and the Company, on the other hand, and representation of both sets of parties by the indemnity agreements contained in this Agreementsame counsel would present actual or potential differing interests between them, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in any such case event the reasonable fees and expenses of such separate counsel in connection with any such participation or defenses shall be paid by the Company. In no event shall the indemnifying partyparties 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. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any No indemnified party for any amount paid shall, without the prior written consent of the indemnifying party, settle or payable by it in compromise or consent to the settlement 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 Action contribution could be sought under this Section 6 or Section 7 hereof, without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party under otherwise than on account of this Section 10 unless the indemnity agreement. If an indemnifying party has been substantially prejudiced by so elects within a reasonable time after receipt of such omission. The notice, an indemnifying party will be entitled to participate inparty, and, to the extent that it may wish, severally or jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and reasonably acceptable to the indemnified parties defendant in such action, provided, however, that if (i) representation of such indemnified party by the same counsel would present a conflict of interest or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and any such indemnified party reasonably determines that there may be legal defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party, then in the case of clauses (i) and (ii) of this Section 6(c) such indemnifying party and counsel for each indemnifying party or parties shall not be entitled to assume such defense. If either (A) an indemnifying party is not entitled to assume the defense thereof subject of such action as a result of the proviso to the preceding sentence or (B) an indemnifying party is entitled under the preceding sentence to assume the defense of such action but fails to do so in accordance with the provisions herein statedof this paragraph within a reasonable time after the indemnifying party was given notice of commencement of the action, with then, in either case: (x) counsel reasonably satisfactory to such indemnified party. The selected by the indemnified party will have the right or parties shall be entitled to employ separate counsel in any conduct such Action defense and to participate in the defense thereof, but (y) such indemnifying party or parties must reimburse all the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if for the indemnified party shall be requested by or parties as they are incurred. Notwithstanding the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to preceding sentence, the indemnifying party or that parties may participate, at its or their own expense, in the defense of any such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond action. If an indemnifying party assumes the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses defense of such Action on its behalf action, in accordance with and in as permitted by the provisions of this paragraph, such case the reasonable indemnifying 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 firm of attorneys (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Such firm of attorneys shall be paid designated in writing, in the case where the indemnified parties are any of the parties indemnified pursuant to Section 6(a) above, by Legg Mason and, in the case where the indemnified parties are any of txx xaxxxxx indemnified pursuant to Section 6(b) above, by the indemnifying partyCompany. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 of this Agreement (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party liable for any amount paid or payable by it in the settlement of any claim proceeding effected without its written consent, but if settled with such consent or Action without if there be a final judgment for the prior written consent of plaintiff, the indemnifying partyparty agrees to the extent specified in this Section 6 to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action shall be brought against any indemnified party under this Section 10 unless and it shall notify the indemnifying part of the commencement thereof, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall be entitled to participate in, and, therein to the extent that it may shall wish, jointly with any the other indemnifying party 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The , with counsel, in the case of parties indemnified party will have pursuant to Section 6(a) and 6(b) above, selected by the right Underwriter, and, in the case of parties indemnified pursuant to employ separate counsel Section 6(c) above, selected by the Company; provided, however, if the defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf and in of such case indemnified party or parties. In no event shall the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inUnderwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent that indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action. If it may wishso elects within a reasonable time after receipt of notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, unless such indemnified parties reasonably satisfactory object to such indemnified party. The indemnified party will have assumption on the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable not be liable for any fees and expenses of counsel for the indemnified parties thereafter in connection with such action. 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 such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of 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 accordance with the proviso to the preceding sentence, reasonably approved by the indemnifying party (or by the Representative in the case of Section 6(b)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar related actions arising out of the indemnifying partysame general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The Subject to Section 6(d), the indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.under this

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give written notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any such claim is brought against an indemnified party, and the indemnified party under this Section 10 unless notifies the indemnifying party has been substantially prejudiced by such omission. The thereof, the indemnifying party will shall be entitled to participate in, therein and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party (which shall not, except with the consent of the indemnified party, also be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representative shall have the right to employ one counsel (in addition to local counsel) to represent jointly the Representative and those other Underwriters and their respective directors, officers and controlling persons who may be requested subject to liability arising out of any claim or action in respect of which indemnity may be sought by the indemnifying party Underwriter against the Operating Partnership or the Company under this Section 6, and the Operating Partnership and the Company shall not be permitted to participate in assume the defense thereof of such claim or action, if (i) the Operating Partnership, the Company and the Underwriters shall have concluded in good faith so mutually agreed; (ii) the Operating Partnership and specifically notified the indemnifying party either Company have 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 are or may be specific legal defenses available to it which them that are different from or additional in addition to those available to the indemnifying party Operating Partnership and the Company; or that (iv) the named parties in any such Action involves proceeding (including any impleaded parties) include both the Underwriters or could have a Material Adverse Effect upon it with respect to matters beyond their respective directors, officers or controlling persons, on the scope one hand, and the Operating Partnership and the Company, on the other hand, and representation of both sets of parties by the indemnity agreements contained in this Agreementsame counsel would present actual or potential differing interests between them, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in any such case event the reasonable fees and expenses of such separate counsel in connection with any such participation or defenses shall be paid by the Operating Partnership and the Company. In no event shall the indemnifying partyparties 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. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentative, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent indemnified parties shall be selected by the UBS Entities, provided that if it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparty receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel 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 satisfactory object to such indemnified assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. The indemnified If an indemnifying party will have the right to employ separate counsel in any such Action and to participate in assumes the defense thereofof such action, but the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such counsel will not be at the expense of the action. An indemnifying party if the indemnifying party has assumed may participate at its own expense in the defense of the Action with counsel reasonably satisfactory to the indemnified party, any such action; provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available counsel to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it shall not (except with respect to matters beyond the scope consent of the indemnity agreements contained in this Agreement, then the indemnified party) also be counsel representing it, to the extent made necessary by such defenses, indemnified party. In no event shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying party be liable for fees and expenses of such more than one counsel (in addition to any one firm of local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement (i) consent includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Banc of America Securities, 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if Banc of America Securities shall have the indemnified party shall right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the indemnifying party to participate under this Section 6 if, in the defense thereof reasonable judgment of Banc of America Securities, either (i) there is an actual or shall have concluded in good faith and specifically notified potential conflict between the position of the indemnifying party either that on the one hand and the Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying party shall not have the right to direct such defenses the defense of such Action action on its behalf and of the indemnified parties), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action shall be brought against any indemnified party under this Section 10 unless and it shall notify the indemnifying party has been substantially prejudiced by such omission. The of the commencement thereof, the indemnifying party will shall be entitled to participate in, and, therein to the extent that it may shall wish, jointly with any the other indemnifying party 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The , with counsel, in the case of parties indemnified party will have pursuant to Section 6(a) above, selected by the right Representatives, and, in the case of parties indemnified pursuant to employ separate counsel Section 6(b) above, selected by the Company; provided, however, if the defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf and in of such case indemnified party or parties. In no event shall the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a)(1) above, counsel to the indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced parties shall be selected by such omission. The indemnifying party will be entitled to participate inBarclays and LCM, and, in the case of parties indemnified pursuant to Section 6(c) above, counsel to the extent that it indemnified parties shall be selected by the Company and the Selling Shareholders. An indemnifying party may wish, jointly with any other indemnifying party, to assume participate at its own expense in the defense thereof subject to the provisions herein statedof any such action, with counsel reasonably satisfactory to the Indemnified Party. In the event that (i) that the indemnifying party fails to assume the defense of any such claim in a timely manner or (ii) if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such indemnified party for the same counsel to represent both the indemnified party and the indemnifying party, or (iii) if the indemnifying party fails to employ counsel reasonably satisfactory to such indemnified party in a timely manner or (iv) counsel to such indemnified party determines that one or more defenses may be available to such indemnified party that are not available to the indemnifying party or another indemnified party, then such indemnified party may employ separate counsel to represent or defend it in any such action or proceeding and the indemnifying party will pay the reasonable and customary fees and disbursements of such counsel; provided, however, that 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. The In the absence of any of the foregoing, in any action or proceeding the defense of which the indemnifying party assumes, such indemnified party will have the right to employ separate counsel participate in any such Action litigation and to participate in the defense thereof, but the fees and expenses of retain its own counsel at such counsel will not be at the expense of the indemnified party’s own expense. No indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyshall, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if Xxxxxxx Xxxxx shall have the indemnified party shall right to employ one counsel (in addition to local counsel) to represent it and its officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by Xxxxxxx Xxxxx against the indemnifying party to participate under this Section 6 if, in the defense thereof reasonable judgment of Xxxxxxx Xxxxx, either (i) there is an actual or shall have concluded in good faith and specifically notified potential conflict between the position of the indemnifying party either that on the one hand and Xxxxxxx Xxxxx on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying party shall not have the right to direct such defenses the defense of such Action action on its behalf and of Xxxxxxx Xxxxx with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 7 of notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party under this Section 107, will notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 7 unless the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect material adverse effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying partyindemnifying.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 of Each Indemnified Party shall give notice of as promptly as reasonably practicable to the commencement Indemnifying Party of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim action commenced against it in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 10, will notify the indemnifying party of the commencement thereofsought hereunder, but the omission failure to so notify the indemnifying party will Indemnifying Party shall not relieve such Indemnifying Party from any liability hereunder except to the extent it is materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. If any indemnified party under this Section 10 unless such action is brought against any Indemnified Party and it notifies the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will Indemnifying Party of its commencement, the Indemnifying Party shall be entitled to participate in, in and, to the extent that it may wish, jointly with any other indemnifying partyelects by delivering written notice to the Indemnified Party promptly after receiving notice of the commencement of the action from the Indemnified Party, to assume the defense thereof subject to of the provisions herein statedaction, with counsel reasonably satisfactory to such indemnified partythe Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense, the Indemnifying Party shall 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 Indemnified Party shall have the right to employ separate its own counsel in any such Action and to participate in the defense thereofaction, but the fees fees, expenses and expenses other charges of such counsel will not shall be at the expense of such Indemnified Party unless (a) the indemnifying party if employment of counsel by the indemnifying party Indemnified Party has assumed been authorized in writing by the defense Indemnifying Party, (b) the Indemnified Party has reasonably concluded (based on advice of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either Indemnified Party) that there may be specific 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 or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.Indemnifying Party,

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representative shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the indemnifying party to participate under this Section 6 if, in the defense thereof reasonable judgment of the Representative, either (i) there is an actual or shall have concluded in good faith and specifically notified potential conflict between the position of the indemnifying party either that on the one hand and the Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying party shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Representative with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentative, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent that it indemnified parties shall be selected by the Company. An indemnifying party may wish, jointly with participate at its own expense in the defense of any other indemnifying party, to such action and assume the defense thereof subject to the provisions herein statedthereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that counsel to the indemnifying party (which shall be reasonably satisfactory to such indemnified party) shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The In no event shall the indemnifying parties be liable for the reasonable and documented fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified party will have parties (and only to the right to employ separate counsel in any such Action extent of reasonable and to participate in the defense thereof, but the documented fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel counsel) in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentative, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent indemnified parties shall be selected by the UBS Entities, provided that if it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparty receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel 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 satisfactory object to such indemnified assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. The indemnified If an indemnifying party will have the right to employ separate counsel in any such Action and to participate in assumes the defense thereofof such action, but the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such counsel will not be at the expense of the action. An indemnifying party if the indemnifying party has assumed may participate at its own expense in the defense of the Action with counsel reasonably satisfactory to the indemnified party, any such action; provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available counsel to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it shall not (except with respect to matters beyond the scope consent of the indemnity agreements contained in this Agreement, then the indemnified party) also be counsel representing it, to the extent made necessary by such defenses, indemnified party. In no event shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying party be liable for fees and expenses of such more than one counsel (in connection with addition to any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms one firm of any compromise or settlement of any claim or Action defended by it local counsel) separate from their own counsel for all indemnified parties in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.connection

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights and defenses) as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent that indemnified parties shall be selected by the Company. If it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel 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 satisfactory object to such indemnified party. The indemnified party will have assumption on the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party and delivers prior written notice thereof to the indemnifying parties. If an indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond assumes the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses defense of such Action on its behalf and in such case action, the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party liable for any amount paid or payable by it fees and expenses of counsel for the indemnified parties incurred thereafter in the settlement of any claim or Action without the prior written consent of the indemnifying party.connection

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andto, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Underwriters shall have the right to employ one counsel (in addition to local counsel) to represent it and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnifying party to participate Underwriters against the Company under this Section 6 if, in the defense thereof reasonable judgment of the Underwriters, either (i) there is an actual or shall have concluded in good faith potential conflict between the position of the Company on the one hand and specifically notified the indemnifying party either that Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond Company (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, Company shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Underwriters with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying partyCompany. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 may participate at its own expense in the defense of any indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, ; provided that if (i) the use of counsel chosen by the indemnifying party would not present such counsel with a conflict of interest and (ii) the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall not have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific are legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party. After notice from the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have indemnified party of its election to assume the right to direct such defenses defense of such Action on its behalf and in such case claim or action, the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent be liable to the terms of indemnified party under this Section 6 for any compromise legal or settlement of any claim or Action defended other expenses subsequently incurred by it the indemnified party in accordance connection with the foregoing defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andto, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Underwriters shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnifying party to participate Underwriters against the Company under this Section 6 if, in the defense thereof reasonable judgment of the Underwriters, either (i) there is an actual or shall have concluded in good faith potential conflict between the position of the Company on the one hand and specifically notified the indemnifying party either that Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond Company (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, Company shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Underwriters with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying partyCompany. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 may participate at its own expense in the defense of any indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andto, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representatives shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnifying party to participate Underwriters against the Company under this Section 6 if, in the defense thereof reasonable judgment of the Representatives, either (i) there is an actual or shall have concluded in good faith potential conflict between the position of the Company on the one hand and specifically notified the indemnifying party either that Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond Company (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, Company shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Representatives with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying partyCompany. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (iA) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (iiB) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Merrxxx Xxxcx xxx shall be reasonably satisfactory to the Company, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company and shall be reasonably satisfactory to Merrxxx Xxxcx. Xn indemnifying party may participate at its own expense in the defense of any indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will shall not (except with the consent of the indemnified party) also be entitled to participate in, and, counsel to the extent that indemnified party. If it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparty(s) receiving such notice, to may assume the defense thereof subject to the provisions herein stated, of such action with counsel chosen by it and approved by the indemnified parties defendant in such action, unless such indemnified parties reasonably satisfactory object to such indemnified party. The indemnified party will have assumption on the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it them which are different from or additional in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable 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 counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of such indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.a

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which that it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentative, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereofcase of parties indemnified pursuant to Section 6(b) above, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyparties shall be selected by the UBS Entities, provided, however, that if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying party receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified party parties defendant in such action (which approval shall not be requested by unreasonably withheld), unless such indemnified parties reasonably object to such assumption on the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either ground that there may be specific legal defenses available to it which them that are different from or additional in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable 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 counsel (in addition to any one firm of local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement (i) consent includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights and defenses) as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 6(a) above, counsel to the indemnified party under this Section 10 unless parties shall be selected by the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate inRepresentatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the extent that indemnified parties shall be selected by the Company. If it may wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, to 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 not be unreasonably withheld), unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party and delivers prior written notice thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified partyindemnifying parties. The indemnified If an indemnifying party will have the right to employ separate counsel in any such Action and to participate in assumes the defense thereofof such action, but the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such counsel will not be at action other than the expense reasonable costs of investigation unless (i) the indemnifying party if and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has assumed the defense of the Action with failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party, provided, however, that if ; (iii) the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond potential differing interests between them. In no event shall the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party under otherwise than on account of this Section 10 unless the indemnity agreement. An indemnifying party has been substantially prejudiced by may participate at its own expense in the defense of any such omissionaction. The If it so elects within a reasonable time after receipt of notice, an indemnifying party will be entitled to participate in, and, to the extent that it may wishparty, 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, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying 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 the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx Fargo and each person, if any, who controls Xxxxx Fargo within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Company, the Operating Partnership, the trustees of the Company, each of the officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 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. Notwithstanding the election of the indemnifying parties to assume the defense thereof subject to of such litigation or proceeding, the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will parties shall have the right to employ separate counsel in any such Action and to participate in the defense thereofof such litigation or proceeding, but and the fees indemnifying parties shall bear the reasonable fees, costs and expenses of such separate counsel will (provided that with respect to any single litigation or proceeding or with respect to several litigations or proceedings involving substantially similar legal claims, the indemnifying parties shall not be at required to bear the expense fees, costs and expenses of more than one such counsel in addition to any local counsel) if (i) in the reasonable judgment of such indemnifying parties the use of counsel chosen by the indemnifying parties to represent such indemnified parties would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such litigation or proceeding include both an indemnified party if and the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified partyparties, provided, however, that if the and such indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have reasonably concluded in good faith and specifically notified the indemnifying party either that there may be specific legal defenses available to it which or to other indemnified parties that are different from or additional to those available to the indemnifying party or that parties (in which case the indemnifying parties shall not have the right to direct the defense of such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope action on behalf of the indemnity agreements contained indemnified parties), (iii) the indemnifying parties shall not have employed counsel reasonably satisfactory to such indemnified parties to represent such indemnified parties within a reasonable time after notice of the institution of such litigation or proceeding or (iv) the indemnifying parties shall authorize in this Agreementwriting such indemnified parties to employ separate counsel at the expense of the indemnifying parties. In any action or proceeding the defense of which the indemnifying parties assumes, then the counsel representing it, to the extent made necessary by such defenses, indemnified parties shall have the right to direct such defenses of such Action on its behalf and participate in such case the reasonable fees litigation and expenses of retain its own counsel at such counsel in connection with any such participation or defenses shall be paid by the indemnifying partyindemnified parties’ own expense. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 p otential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party under this Section 10 unless and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses of such counsel will not be at indemnified party shall have reasonably concluded that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action action on its behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of 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 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 accordance with the proviso to the preceding sentence, reasonably approved by the indemnifying party (or by the Representative in the case of Section 6(b)), representing the indemnified parties who are parties to such case 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, in each of which cases the fees and expenses of such counsel 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 such participation one action or defenses shall be paid by separate but similar related actions arising out of the indemnifying partysame general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The Subject to Section 6(d), the indemnifying party under this Section 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 any the indemnified party for any amount paid under Section 6(a) or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party(b) hereof.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andto, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representatives shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnifying party to participate Underwriters against the Company under this Section 6 if, in the defense thereof reasonable judgment of the Representatives, either (i) there is an actual or shall have concluded in good faith potential conflict between the position of the Company on the one hand and specifically notified the indemnifying party either that Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond Company (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, Company shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Representatives with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying partyCompany. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx, and, in the case of parties indemnified pursuant to Section 6(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. Notwithstanding the foregoing, the indemnifying party may elect in writing to assume the defense of such action or proceeding, and upon such election, the indemnified party shall not be liable for any legal costs subsequently incurred by any indemnified party under this Section 10 (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled failed to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with provide counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate in a timely manner, (ii) counsel in any such Action and to participate in the defense thereof, but the fees and expenses reasonably determines that its representation of such counsel will not be at the expense indemnified parties could potentially or would present it with a conflict of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to interest or (iii) the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either parties reasonably determine that there may be specific legal defenses available to it which the indemnified parties that are different from or additional in addition to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond party. In no event shall the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any one local counsel in each jurisdiction) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by . After notice from the indemnifying party to participate in the indemnified party of its election to assume the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case claim or action, the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent be liable to the terms of indemnified party under this Section 6 for any compromise legal or settlement of any claim or Action defended other expenses subsequently incurred by it the indemnified party in accordance connection with the foregoing defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)(1) 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 indemnified party under this Section 10 unless such action; provided, however, that counsel to the indemnifying party has been substantially prejudiced by such omissionshall not (except with the consent of the indemnified party) also be counsel to the indemnified party. The 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. In addition, the indemnifying party will shall be entitled to participate in, andentitled, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The of any claim or action brought against an indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the indemnified party Representatives shall have the right to employ one counsel (in addition to local counsel) to represent them and those other Underwriters and their respective officers, employees and controlling persons who may be requested subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the indemnifying party to participate under this Section 6 if, in the defense thereof reasonable judgment of the Representatives, either (i) there is an actual or shall have concluded in good faith and specifically notified potential conflict between the position of the indemnifying party either that on the one hand and the Underwriters on the other hand or (ii) there may be specific defenses available to it which or them that are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond (in any of which events the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, indemnifying party shall not have the right to direct such defenses the defense of such Action action on its behalf and of the Representatives with respect to such different defenses), in any of which events such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid borne by the indemnifying party. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim promptly in respect thereof is writing to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any otherwise than on account of this indemnity agreement. Upon the request of the indemnified party under this Section 10 unless party, the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with shall retain counsel reasonably satisfactory to such the indemnified party. The In the 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 (and reasonably satisfactory to the Selling Stockholder). In any such proceeding, any indemnified party will shall have the right to employ separate counsel in any such Action and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel will not shall be at the expense of such indemnified party unless (i) the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if and the indemnified party shall be requested by have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the representation of both parties by the same counsel would be inappropriate due to participate in the defense thereof actual or potential differing interests between them. In no event shall have concluded in good faith and specifically notified the indemnifying party either that there may parties be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable liable for fees and expenses of such more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to any Section 7(a) above, counsel to the indemnified party under this Section 10 unless the indemnifying party has been substantially prejudiced parties shall be selected by such omission. The indemnifying party will be entitled to participate inMerrill Lynch, and, in the case of parties indemnified pursuant to Secxxxx 0(b) xxxve, counsel to the extent that it indemnified parties shall be selected by the Company. An indemnifying party may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate at its own expense in the defense thereof, but the fees and expenses of any such counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably satisfactory to the indemnified party, action; provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available counsel to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it shall not (except with respect to matters beyond the scope consent of the indemnity agreements contained in this Agreement, then the indemnified party) also be counsel representing it, to the extent made necessary by such defenses, indemnified party. In no event shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable indemnifying parties be liable for fees and expenses of such more than one counsel (in addition to any local or specialized counsel that may reasonably be required) separate from their own counsel for all indemnified parties in connection with any such participation one action or defenses shall be paid by separate but similar or related actions in the indemnifying partysame jurisdiction arising out of the same general allegations or circumstances. The No indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing shall, without the prior written consent of the indemnified party 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 settlement consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim or Action, and (ii) does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action without the prior written consent of the indemnifying party.

Actions against Parties; Notification. Promptly after receipt by an Each indemnified party under this Section 10 of shall give notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified party, if a claim in respect thereof is as promptly as reasonably practicable to be made against the indemnifying party under this Section 10, will notify the each indemnifying party of the commencement thereofany action commenced against it in respect of which indemnity may be sought hereunder, but the omission failure to so notify the an indemnifying party will shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this Agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Initial Purchasers, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by CNL. 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 unless (i) the employment of counsel by the indemnified party under this Section 10 unless has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, not in fact employed counsel to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements, expenses and other charges of counsel will not be at the expense of the indemnifying party if the indemnifying party has assumed or parties. Unless it shall assume the defense of the Action with counsel reasonably satisfactory to the indemnified partyany proceeding, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The an indemnifying party shall not consent to the terms of be liable for any compromise or settlement of any claim proceeding effected without its written consent (which consent shall not be unreasonably withheld) but, if settled with such consent or Action defended if there be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. If an indemnifying party assumes the defense of any proceeding, it in accordance shall be entitled to settle such proceeding with the foregoing without the prior written consent of the indemnified party unless or, if such compromise or settlement (i) includes an provides for the unconditional release of the indemnified party from in connection with all liability arising out of matters relating to the proceeding that have been asserted against the indemnified party in such claim or Actionproceeding by the other parties to such settlement, and (ii) which release does not include a statement as to or an admission of fault fault, culpability or culpability a failure to act by or on behalf of such any indemnified party. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by it in the settlement of any claim or Action , without the prior written consent of the indemnifying indemnified party.

Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 10 7 of notice of the commencement of any action, claim, proceeding or investigation (the “Action”), such indemnified partyparty will, if a claim in respect thereof is to be made against the an indemnifying party under this Section 107, will notify the indemnifying party in writing of the commencement thereof, but ; provided that the omission failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10 unless 7 except to the extent that it has been prejudiced by such failure and shall not relieve the indemnifying party has been substantially prejudiced by from any liability that the indemnifying party may have to an indemnified party other than under this Section 7. In case any such omission. The action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, in and, to the extent that it may wishshall elect, jointly with any 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 subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have ; provided, however, if the right to employ separate counsel defendants in any such Action action include both the indemnified party and to participate in the defense thereof, but indemnifying party and the fees and expenses indemnified party shall have reasonably concluded upon the advice of such counsel will not be at that a conflict may arise between the expense positions of the indemnifying party if and the indemnifying indemnified party has assumed in conducting the defense of the Action with counsel reasonably satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying party to participate in the defense thereof any such action or shall have concluded in good faith and specifically notified the indemnifying party either that there may be specific 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 that such Action involves or could have a Material Adverse Effect upon it with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses, parties shall have the right to direct select one separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. The indemnifying party shall not consent to the terms of any compromise or settlement of any claim or Action defended by it in accordance with the foregoing without the prior written consent of the indemnified party unless such compromise or settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim or Action, and (ii) does not include a statement as to or an admission of fault or culpability by or action on behalf of such indemnified party or parties; provided further that, in the event the QIU is an indemnified party, if the QIU shall have reasonably concluded upon the advice of counsel that a conflict may arise between the positions of the QIU and the other indemnified parties in conducting the defense of any such action or that there may be legal defenses available to the QIU and/or other indemnified parties which are different from or additional to those available to other indemnified parties, the QIU shall have the right to select one separate counsel separate from the other indemnified parties. The Upon receipt of notice from the indemnifying party to such indemnified party of 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 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 accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be required liable for the expenses of more than (x) one separate counsel (together with local counsel (in 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 who are parties to indemnify any such action and (y) one separate counsel (together with local counsel (in each jurisdiction)) which shall be selected by the QIU (in the case of counsel representing the QIU) representing the QIU) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party for any amount paid or payable by it to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the settlement fees and expenses of any claim or Action without counsel shall be at the prior written consent expense of the indemnifying party.