Common use of Conduct of Indemnification Proceedings Clause in Contracts

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees, expenses and disbursements incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees fees, expenses and expenses disbursements of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees fees, expenses and expensesamounts; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees fees, expenses and expenses disbursements of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all fees, expenses and disbursements of the Indemnified Party (including reasonable fees, expenses and disbursements to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, from all liability in respect as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees, expenses and disbursements applicable to such actions for which such Indemnified Party would be entitled is finally judicially determined to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

Conduct of Indemnification Proceedings. If any Person proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoin writing; provided, however, that the delay or failure to so notify the Indemnifying Party Parties shall not relieve the Indemnifying Party Parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Indemnifying Party has Parties have been prejudiced materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly Party, within 20 Business Days after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume, at the Indemnifying Party’s its expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (i1) the Indemnifying Party agrees has agreed to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; in which case or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party or any of its affiliates or controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to employ counsel and to assume the defense and the reasonable fees and expenses of such claim or proceeding counsel shall be at the expense of the Indemnifying Party’s expense; provided, furtherit being understood, however, that that, the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the such Indemnified Parties, or for fees and expenses that are not reasonableParty). Whether or not such defense is assumed by the Indemnifying Party, such No Indemnifying Party will not shall be subject to any liability liable for any settlement made of any such proceeding effected without its consent (but such consent will written consent, which shall not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or (y) involves the imposition of equitable remedies or the imposition of not any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as is a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderparty thereto).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity pursuant to Section 6(a) or 6(b) hereunder (an “"Indemnified Party”"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, conditioned or delayed, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party would be to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled pursuant to indemnification hereunderapplicable law).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of one law firm reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof except as otherwise provided in this Section 5(c); provided, howeverthat, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or , (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case , and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of no more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is judicially determined not to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that in the right to employ counsel and to assume the defense reasonable judgment of such claim or proceeding at counsel a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable and documented fees and expenses of the Indemnified Party (including reasonable and documented fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 12(c)) shall be paid to the Indemnified Party, from all liability in respect as incurred, with reasonable promptness after receipt of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally judicially determined to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 12, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity indemnification hereunder (each, an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the each, an “Indemnifying Party”) of any claim or of the commencement of any proceeding Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceedingProceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceedingProceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; Party in any such Proceeding, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding Proceeding or separate but substantially similar or related claims or proceedings Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition hereunder. All fees and expenses of equitable remedies or the imposition of any obligations on the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or adversely affects preparing to defend such proceeding in a manner not inconsistent with this Section 8) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 8).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, howeverPROVIDED, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time separate counsel for all Indemnified Parties in any matters related on a factual basis shall be at the expense of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding affected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; PROVIDED, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder or under the undertaking contemplated by Section 8(b) (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceedingProceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceedingProceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; , in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding Proceeding or separate but substantially similar or related claims or proceedings Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel (including local counsel) in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel (including local counsel) shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and failed promptly to assume the defense of such claim Proceeding and to employ counsel (including local counsel) reasonably satisfactory to such Indemnified Party in any such Proceeding; or proceeding at (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party’s expense; provided, furtherand such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (including local counsel) at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel (including local counsel) shall be at the expense of the Indemnifying Party). It shall be understood, however, that the Indemnifying Party shall not, in connection with any one such claim Proceeding (including separate Proceedings that have been or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within 20 Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity indemnification hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably delayed or withheld). The Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person shall be becomes entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall will give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any action or proceeding with respect to which such the Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been prejudiced materially prejudiced by such delay or failure. The If such an action or proceeding is brought against the Indemnified Party, the Indemnifying Party shall have will be entitled to participate therein and, to the right, exercisable extent it may elect by giving written notice delivered to an the Indemnified Party promptly after receiving the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless referred to in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claimimmediately preceding sentence, assume, at the Indemnifying Party’s expense, to assume the defense of any such claim or proceeding, thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of that counsel will be at the expense of the Indemnified Party unless (a) the employment of the counsel has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not employed counsel to take charge of such action or proceeding within a reasonable time after notice of commencement thereof or (c) the Indemnified Party reasonably concludes, based upon the opinion of counsel, that there are defenses or actions available to it which are different from or in addition to those available to the Indemnifying Party which, if the Indemnifying Party and the Indemnified Party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of defenses or actions available to the Indemnified Party. If any of the events specified in clause (a), (b) or (c) of the immediately preceding sentence are applicable, then the reasonable fees and expenses of separate counsel for the Indemnified Party will be borne by the Indemnifying Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) no event will the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties. If, in any case, the Indemnified Party employs separate counsel, the Indemnifying Party will not have the right to direct the defense of the action or proceeding on behalf of the Indemnified Parties, or for Party. All fees and expenses that required to be paid to the Indemnified Party pursuant to this Article VI will be paid periodically during the course of the investigation or defense, as and when reasonably itemized bills therefor are not reasonable. Whether or not such defense is assumed by delivered to the Indemnifying PartyParty in respect of any particular Loss that is incurred. Notwithstanding anything contained in this Section 6.3 to the contrary, such an Indemnifying Party will not be subject to liable for the settlement of any liability for any settlement made action or proceeding effected without its prior written consent. The Indemnifying Party will not, without the consent of the Indemnified Party (but such which consent will not be unreasonably withheld). The Indemnifying Party shall not , consent to entry of any judgment or enter into any settlement that (x) does not include or otherwise seek to terminate any action or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could be sought by such Indemnified Party under this Article VI, unless such judgment, settlement or other termination provides solely for the payment of money and includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person shall be becomes entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall will give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any action or proceeding with respect to which such the Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been prejudiced materially prejudiced by such delay or failure. The If such an action or proceeding is brought against the Indemnified Party, the Indemnifying Party shall have will be entitled to participate therein and, to the right, exercisable extent it may elect by giving written notice delivered to an the Indemnified Party promptly after receiving the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless referred to in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claimimmediately preceding sentence, assume, at the Indemnifying Party’s expense, to assume the defense of any such claim or proceeding, thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of that counsel will be at the expense of the Indemnified Party unless (a) the employment of the counsel has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not employed counsel to take charge of such action or proceeding within a reasonable time after notice of commencement thereof or (c) the Indemnified Party reasonably concludes, based upon the opinion of counsel, that there are defenses or actions available to it which are different from or in addition to those available to the Indemnifying Party which, if the Indemnifying Party and the Indemnified Party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of defenses or actions available to the Indemnified Party. If any of the events specified in clause (a), (b) or (c) of the immediately preceding sentence are applicable, then the reasonable fees and expenses of separate counsel for the Indemnified Party will be borne by the Indemnifying Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) no event will the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties. If, in any case, the Indemnified Party employs separate counsel, the Indemnifying Party will not have the right to direct the defense of the action or proceeding on behalf of the Indemnified Parties, or for Party. All fees and expenses that required to be paid to the Indemnified Party pursuant to this Article VI will be paid periodically during the course of the investigation or defense, as and when reasonably itemized bills therefor are not reasonable. Whether or not such defense is assumed by delivered to the Indemnifying PartyParty in respect of any particular Loss that is incurred. Notwithstanding anything contained in this Section 6.3 to the contrary, such an Indemnifying Party will not be subject to liable for the settlement of any liability for any settlement made action or proceeding effected without its prior written consent (but such which consent will not be unreasonably withheld). The Indemnifying Party shall will not, without the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that or otherwise seek to terminate any action or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could be sought by such Indemnified Party under this Article VI, unless such judgment, settlement or other termination (xi) does not include provides solely for the payment of money, (ii) includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder and (iii) does not include any statement as to as to an admission of fault, culpability or (y) involves the imposition of equitable remedies a failure to act, by or the imposition on behalf of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderParty.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding; (iii) the Indemnifying Party shall have failed promptly to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iv) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have reasonably believe that a material conflict of interest is likely to exist if the right same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel and to assume at the defense expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such Proceeding effected without its written consent, which consent shall not include as an unconditional term thereof be unreasonably withheld. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation Proceeding. The Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such reasonable fees and expenses applicable to such actions for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that in the right to employ counsel and to assume the defense reasonable judgment of such claim or proceeding at counsel a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable and documented fees and expenses of the Indemnified Party (including reasonable and documented fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 11(c)) shall be paid to the Indemnified Party, from all liability in respect as incurred, with reasonable promptness after receipt of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally judicially determined to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 11, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PArty"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and the expense of one such claim or proceeding counsel for each Holder shall be at the expense of the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity pursuant to Section 6(a) or 6(b) hereunder (an “Indemnified Party”), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, conditioned or delayed, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party would be to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled pursuant to indemnification hereunderapplicable law).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall be permitted to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto(whose approval shall not be unreasonably withheld) and the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding (whose approval shall not be unreasonably withheld); or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, provided that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, promptly upon receipt of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity indemnification hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably delayed or withheld). The Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time separate counsel for all Indemnified Parties in any matters related on a factual basis shall be at the expense of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding affected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity pursuant to Section 6(a) or 6(b) hereunder (an “"Indemnified Party”"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel reasonably acceptable to the Indemnifying Party that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty (20) Business Days of such claim or litigation for which written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party would be to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled pursuant to indemnification hereunderapplicable law).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY) in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel (which shall be reasonably acceptable to the Indemnifying Party) that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Partiesindemnified parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Indemnified Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified Indemnified Party and indemnifying parties the Indemnifying Party may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, provided that the an Indemnifying Party shall notwho is not entitled to, in connection with any one such or elects not to, assume the defense of a claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, will not be liable for obligated to pay the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of the any Indemnified Parties, or for fees Party a conflict of interest may exist between such Indemnified Party and expenses that are not reasonableany other Indemnified Parties with respect to such claim. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld)withheld or delayed) or for fees and expenses that are not reasonable. The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceedingProceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceedingProceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; , in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding Proceeding or separate but substantially similar or related claims or proceedings Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten calendar days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If In case any Person proceeding (including any governmental investigation) shall be entitled instituted involving any person in respect of which indemnity may be sought pursuant to indemnity hereunder Section 2.9 or 2.10, such person (an “Indemnified Party”), such Indemnified Party ) shall give prompt notice to promptly notify the party from which person against whom such indemnity is may be sought (the an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of the commencement of any proceeding with respect counsel reasonably satisfactory to which such Indemnified Party seeks indemnification or contribution pursuant heretoParty, and shall assume the payment of all fees and expenses; provided, however, that the delay failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.9, 2.10, 2.11 or failure 2.12, except to the extent such Indemnifying Party is materially prejudiced by such failure. After notice from the Indemnifying Party to such Indemnified Party of its election so notify to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such Indemnified Party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such Indemnifying Party or (ii) the Indemnifying Party shall not relieve have failed within a reasonable period of time to assume such defense and the Indemnified Party is or is reasonably likely to be prejudiced by such delay; in either event the Indemnified Party shall be promptly reimbursed by the Indemnifying Party from for the expenses incurred in connection with retaining one separate legal counsel). In any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: unless (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have mutually agreed to the right to employ counsel and to assume the defense retention of such claim counsel or proceeding at (ii) representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnifying Party’s expense; provided, further, however, . It is understood that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, or for fees such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.9 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and expenses that are not reasonable. Whether or not such defense is assumed by (ii) in the Indemnifying Partycase of Persons indemnified pursuant to Section 2.10, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld)the Company. The Indemnifying Party shall not consent to entry be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment or enter into any settlement that (x) does not include as an unconditional term thereof for the giving by plaintiff, the claimant or plaintiff to Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Losses (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, which consent shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect arising out of such claim or litigation for which proceeding without any admission of liability by such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderParty.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall be permitted to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto(whose approval shall not be unreasonably withheld) and the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding (whose approval shall not be unreasonably withheld); or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, provided that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that (x) are the subject matter of such Proceeding and does not include a statement as an unconditional term thereof to or any admission of fault, culpability or failure to act by any Indemnified Party. All fees and expenses of the giving by the claimant or plaintiff to such Indemnified Party of (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, promptly upon receipt of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity An indemnified party hereunder (an the “Indemnified Party”), such Indemnified Party ) shall give reasonably prompt notice to the indemnifying party from which such indemnity is sought hereunder (the “Indemnifying Party”) of any claim action or of the commencement of any proceeding with respect to which commenced against such Indemnified Party seeks indemnification or contribution pursuant hereto; providedin respect of which indemnity may be sought hereunder, however, that the delay or but failure to so notify the Indemnifying Party (a) shall not relieve the Indemnifying Party from any obligation liability which it may have under the indemnity provisions of Section 6.1 or liability except 6.2 unless and only to the extent the Indemnifying Party did not otherwise learn of such action and the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (b) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 6.1 or 6.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party’s own expense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; provided, however, that the Indemnifying Party has been materially prejudiced by will not settle, compromise or consent to the entry of any judgment with respect to any such delay action or failure. The Indemnifying Party shall have proceeding without the right, exercisable by giving written notice to an consent of the Indemnified Party promptly after unless such settlement, compromise or consent (a) secures the receipt unconditional release of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment , (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party or any of its affiliates; (c) does not impose any restriction upon the operations of the Indemnified Party or any of its affiliates; and (d) relates solely to monetary damages indemnifiable hereunder; and provided further that, if the Indemnified Party reasonably determines that a conflict of interest between exists where it is advisable for the Indemnified Party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party, then the Indemnifying Party shall not be entitled to assume such indemnified defense and indemnifying parties may exist in respect the Indemnified Party shall be entitled to separate counsel at the Indemnifying Party’s expense. If the Indemnifying Party is not entitled to assume the defense of such claimaction or proceeding as a result of the second proviso to the preceding sentence, assumethe Indemnifying Party’s counsel shall be entitled to conduct the Indemnifying Party’s defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, it being understood that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of both such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees will cooperate with each other to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, conduct the defense of such claim action or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case as efficiently as possible. If the Indemnified Indemnifying Party shall have the right to employ counsel and (x) is not so entitled to assume the defense of such claim action, (y) does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, or proceeding at the Indemnifying Party’s expense; provided(z) indicates that it will assume such defense but thereafter fails to diligently pursue such defense, furtherin any such case, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in will pay the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time counsel for all of the Indemnified PartiesParty. In such event, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by however, the Indemnifying Party, such Indemnifying Party will not be subject to any liability liable for any settlement made effected without its the written consent (but such of the Indemnifying Party, which consent will shall not be unreasonably withheld), conditioned, or delayed. The If an Indemnifying Party is entitled to assume, and assumes and diligently pursues, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not consent to entry be liable for any fees and expenses of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation counsel for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party incurred thereafter in connection with such action or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderproceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except and only to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time separate counsel for all Indemnified Parties in any matters related on a factual basis shall be at the expense of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 6) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, however, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

Conduct of Indemnification Proceedings. If any Any Person shall be entitled to indemnity hereunder under this Agreement (an “Indemnified Party”), such Indemnified Party ) shall give prompt written notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party indemnifying party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, right exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, proceeding to assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . Any Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i1) the Indemnifying Party agrees in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case or (3) the named parties to any such action (including any impleaded parties) include both the Indemnified party and the Indemnifying party, and the Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or its affiliates, 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 employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; providedIndemnified Party thereof, furtherit being understood, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding proceeding, or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate any necessary local counselcounsel which such counsel shall be designated by the Indemnified Party and be reasonably acceptable to the Indemnifying Party) at any time for all such Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its (which consent (but such consent will shall not be unreasonably withheld). The Indemnifying Party shall not , effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the Indemnified Party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the Indemnified Party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or enter into any settlement that could have been the subject matter of such action, and (xii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act, by the claimant or plaintiff to such Indemnified Party on behalf of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person shall be Any Indemnified Party entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party indemnification herein shall give prompt notice to the party or parties from which such indemnity is sought (the “"Indemnifying Party”Parties") of any claim or of the commencement of any action, suit, proceeding or investigation or written threat thereof (a "Proceeding") with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party Parties shall not relieve the Indemnifying Party Parties from any obligation or liability except to the extent that the Indemnifying Party has Parties have been materially prejudiced by such delay or failure. The Indemnifying Party Parties shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceedingProceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume, at the Indemnifying Party’s Parties' expense, the defense of any such claim or proceedingProceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party or Parties (if more than one such Indemnified Party is named in any Proceeding) shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees Parties agree to pay such fees and expenses; or (ii) the Indemnifying Party fails Parties fail promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim Proceeding or proceeding or fails fail to employ counsel reasonably satisfactory to such Indemnified PartyParty or Parties; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party or Parties and the Indemnifying Parties or an Affiliate of the Indemnifying Parties or such Indemnified Parties, and there may be one or more defenses available to such Indemnified Party or Parties that are different from or additional to those available to the Indemnifying Parties, in which case the case, if such Indemnified Party or Parties notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to employ counsel and to assume the defense of thereof and such claim or proceeding counsel shall be at the expense of the Indemnifying Party’s expense; providedParties, furtherit being understood, however, that that, unless there exists a conflict among Indemnified Parties, the Indemnifying Party Parties shall not, in connection with any one such claim or proceeding Proceeding or separate but substantially similar or related claims or proceedings Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the such Indemnified Party or Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying PartyParties, such Indemnifying Parties or Indemnified Party or Parties will not be subject to any liability for any settlement made without its or their consent (but such consent will not be unreasonably withheld). The Indemnifying Party Parties shall not consent to entry of any judgment or enter into any settlement that which (xi) provides for other than monetary damages without the consent of the Indemnified Party or Parties (which consent shall not be unreasonably withheld or delayed) or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Parties of a release, in form and substance reasonably satisfactory to the Indemnified PartyParty or Parties, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations Proceeding for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheldwithheld or delayed). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If In case any claim or proceeding (including any governmental investigation) shall be instituted or threatened involving any Person shall in respect of which indemnity may be entitled sought pursuant to indemnity hereunder Section 4.01 or Section 4.02, such Person (an the “Indemnified Party”), such Indemnified Party ) shall give prompt notice to promptly notify the party from Person against which such indemnity is may be sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, in writing (it being understood that the delay or failure to so notify the Indemnifying Party give such notice shall not relieve the any Indemnifying Party from any obligation or liability which it may have hereunder except to the extent that the Indemnifying Party has been is actually and materially prejudiced by such delay or failure. The ) and the Indemnifying Party shall have Party, upon the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt request of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with shall retain counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party and shall pay the fees and disbursements of such counsel related to such claim or proceeding. If the Indemnifying Party does not elect within fifteen (15) days after receipt of the notice required hereby to assume the defense of any claim or proceeding, the Indemnified Party may assume such defense with counsel of its choice at the cost and expense of the Indemnifying Party; provided. In any such claim or proceeding where the Indemnifying Party has assumed the defense, however, that an any Indemnified Party shall have the right to employ separate retain its own counsel in any such claim or proceeding and to participate in in, but not control, the defense thereofdefense, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: unless (i) the Indemnifying Party agrees and the Indemnified Party shall have mutually agreed to pay the retention of such fees and expenses; counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party fails promptly to assumeand, or in the event written opinion of a conflict of interest cannot assume, counsel for the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; , representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, in which case the Indemnified Party may retain counsel of its choice, which counsel shall have the right be reasonably satisfactory to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, and such counsel may defend the Indemnified Party and its reasonable fees and expenses shall be paid by the Indemnifying Party. It is understood that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstancesproceedings, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counselcounsel for each such jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed firm shall be designated in writing by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld)Indemnified Parties. The Indemnifying Party shall not settle any claim or proceeding without the written consent of the Indemnified Party (not to entry of any judgment or enter into any be unreasonably withheld), unless such settlement that (x) does not include as an unconditional term thereof requires no remedy, relief or penalty other than the giving payment of money damages which is to be paid in full by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Indemnifying Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition does not require any Indemnified Party to admit culpability or fault in any respect and (z) contains a full and complete release of equitable remedies or the imposition of any obligations on the Indemnified Party with respect to all matters arising from the facts giving rise to the underlying claim or adversely affects proceeding. The Indemnifying Party shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Party other than as a result Parties from and against any Loss (to the extent stated above) by reason of financial obligations for which such Indemnified Party would be entitled to indemnification hereundersettlement or judgment.

Conduct of Indemnification Proceedings. If any Person action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or known to be threatened (“Proceeding”), shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, howeverthat, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or , (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case , and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of no more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is judicially determined not to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity pursuant to Section 11(a) hereunder (an “Indemnified Party”), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, conditioned or delayed, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within 20 business days of such claim or litigation for which written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party would be to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled pursuant to indemnification hereunderapplicable law).

Conduct of Indemnification Proceedings. If any Person proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party from which such indemnity is sought Company (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally judicially determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails and to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time separate counsel for all Indemnified Parties in any matters related on a factual basis shall be at the expense of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such proceeding affected without its written consent, which consent shall not include as an unconditional term thereof be unreasonably withheld. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderproceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of one counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable and documented fees and expenses incurred in connection with defense thereof; provided, that the failure of any claim or Indemnified Party to give such written notice within a reasonable time of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party Proceeding shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party has been materially prejudiced by in its ability to defend such delay or failureProceeding. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the right same counsel were to employ counsel represent such Indemnified Party and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into unreasonably conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all documented fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 5(c)) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally judicially determined to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party may assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability except liabilities pursuant to the extent that the Indemnifying Party has been materially prejudiced by such delay or failurethis Agreement. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such Proceeding effected without its written consent, which consent shall not include as an unconditional term thereof be unreasonably withheld. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderProceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that in the right to employ counsel and to assume the defense reasonable judgment of such claim or proceeding at counsel a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable and documented fees and expenses of the Indemnified Party (including reasonable and documented fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section (c)) shall be paid to the Indemnified Party, from all liability in respect as incurred, with reasonable promptness after receipt of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally judicially determined to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 11, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “"Indemnified Party”"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"Indemnifying Party”") in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any 's ability to defend such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an action. An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm (1) separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such Proceeding affected without its written consent, which consent shall not include as an unconditional term thereof be unreasonably withheld. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderProceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, howeverthat, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . EXHIBIT A TO ARTL SUBSCRIPTION AGREEMENT An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or , (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case , and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of no more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally determined by a court of competent jurisdiction (which determination is not subject to indemnification hereunder appeal or (yfurther review) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not to be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of one counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable and documented fees and expenses incurred in connection with defense thereof; provided, that the failure of any claim or Indemnified Party to give such written notice within a reasonable time of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party Proceeding shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party has been materially prejudiced by in its ability to defend such delay or failureProceeding. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the right same counsel were to employ counsel represent such Indemnified Party and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into unreasonably conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all documented fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 5(c)) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally judicially determined to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Action shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Action and to employ counsel reasonably satisfactory to such Indemnified Party in any such Action; or (3) the named parties to any such Action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further). It being understood, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, Action be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed which firm shall be appointed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld)Indemnified Parties that hold a majority of the Shares then outstanding. The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Action effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Action in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Action. All fees and expenses of the Indemnified Party (including reasonable fees and expenses payable by an Indemnifying Party to the extent incurred in connection with investigating or preparing to defend such Action in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoin writing; provided, however, that the delay or failure to so notify the Indemnifying Party Parties shall not relieve the Indemnifying Party Parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Indemnifying Party has Parties have been prejudiced materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly Party, within 20 Business Days after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume, at the Indemnifying Party’s its expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (i1) the Indemnifying Party agrees has agreed to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; in which case or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party or any of its affiliates or controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to employ counsel and to assume the defense and the fees and expenses of such claim or proceeding counsel shall be at the expense of the Indemnifying Party’s expense; provided, furtherit being understood, however, that that, the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the such Indemnified Parties, or for fees and expenses that are not reasonableParty). Whether or not such defense is assumed by the Indemnifying Party, such No Indemnifying Party will not shall be subject to any liability liable for any settlement made of any such proceeding effected without its consent (but such consent will written consent, which shall not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or (y) involves the imposition of equitable remedies or the imposition of not any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as is a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderparty thereto).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that (i) an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (iA) the Indemnifying Party agrees to pay such fees and expenses; or (iiB) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; or (C) the named parties to any proceeding (including impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the Indemnifying Party or that a conflict of interest is likely to exist among such Indemnified Party and any other indemnified parties (in which case the Indemnified Indemnifying Party shall not have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying action on behalf of such Indemnified Party’s expense); providedand (ii) subject to subsection (i)(C) above, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonableindemnified parties. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Indemnified Party will shall not be subject to any liability for any settlement made without its consent, which consent (but such consent will shall not be unreasonably withheld), conditioned or delayed. The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person ----------------------------------------- Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “"Indemnified Party”"), such Indemnified Party promptly shall give prompt notice to notify ----------------- the party Person from which such whom indemnity is sought (the “"Indemnifying Party”) in writing, ------------------ and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any ability to defend such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an action. An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such Proceeding affected without its written consent, which consent shall not include as an unconditional term thereof be unreasonably withheld. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderProceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding Indemnified Party (it being agreed that Company Counsel shall be deemed to be reasonably satisfactory with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoany claims under Section 5(a)) and the payment of all fees and expenses incurred in connection with defense thereof; provided, howeverthat, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or , (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case , and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of no more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally determined by a court of competent jurisdiction (which determination is not subject to indemnification hereunder appeal or (yfurther review) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not to be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoin writing; provided, however, that the delay or failure to so notify the Indemnifying Party Parties shall not relieve the Indemnifying Party Parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Indemnifying Party has Parties have been prejudiced materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly Party, within 20 Business Days after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume, at the Indemnifying Party’s its expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (i1) the Indemnifying Party agrees has agreed to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; in which case or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party or any of its controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to employ counsel and to assume the defense thereof on behalf of the Indemnified Party and the reasonable fees and expenses of such claim or proceeding counsel shall be at the expense of the Indemnifying Party’s expense; provided, furtherit being understood, however, that that, the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the such Indemnified Parties, or for fees and expenses that are not reasonableParty). Whether or not such defense is assumed by the Indemnifying Party, such No Indemnifying Party will not shall be subject to any liability liable for any settlement made of any such proceeding effected without its consent (but such consent will written consent, which shall not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability Losses in respect of such claim or litigation proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or (y) involves the imposition of equitable remedies or the imposition of not any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as is a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderparty thereto).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity pursuant to Section 5(a) or 5(b) hereunder (an “"Indemnified Party”"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel reasonably acceptable to the Indemnifying Party that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty (20) Business Days of such claim or litigation for which written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party would be to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled pursuant to indemnification hereunderapplicable law).

Conduct of Indemnification Proceedings. If any Proceeding shall -------------------------------------- be brought or asserted against any Person shall be entitled to indemnity hereunder (an “"Indemnified Party”"), such Indemnified Party promptly shall give prompt notice to notify the party Person ----------------- from which such whom indemnity is sought (the “"Indemnifying Party”") in writing, and the ------------------ Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, -------- however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not ------- relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; providedPROVIDED, howeverHOWEVER, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for written notice thereof to the Indemnifying Party, which such notice shall be delivered no more frequently than on a monthly basis (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised in writing by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Each Indemnified Party shall furnish such information regarding itself or the claim that is the subject matter of such Proceeding in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such claim. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party (who shall not, without the consent of the Indemnified Party, be counsel to the Indemnifying Party”) and the payment of any claim or of the commencement of any proceeding all fees and expenses incurred in connection with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretodefense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability except liabilities pursuant to the extent that the Indemnifying Party has been materially prejudiced by such delay or failurethis Agreement. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party; Party in any such Proceeding (in which case the 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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all the Indemnifying Party). No Indemnifying Party shall, without the prior written consent of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for effect any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not or compromise or consent to the entry of any judgment of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement compromise or enter into any settlement judgment includes an unconditional release of such Indemnified Party from all liability on claims that (x) are the subject matter of such Proceeding and does not include a statement as to, or an unconditional term thereof admission of, fault, culpability or failure to act, by or on behalf of any Indemnified Party. Subject to the giving by terms of this Agreement, all reasonable fees and expenses of the claimant or plaintiff to such Indemnified Party of (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would is finally judicially determined not to be entitled to indemnification hereunder contribution or (y) involves reimbursement hereunder, determined based upon the imposition relative faults of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderparties.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any 's ability to defend such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an action. An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm (1) separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such Proceeding affected without its written consent, which consent shall not include as an unconditional term thereof be unreasonably withheld. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderProceeding.

Conduct of Indemnification Proceedings. If any Person action, claim, suit, investigation or proceeding (a “Proceeding”) shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; and the payment of all fees and expenses incurred in connection with defense thereof, provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, that in the event that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for required to pay the fees and expenses of more than one firm of attorneys (together with appropriate local separate counsel) at any time for all of , the Indemnified Parties, or for Indemnifying Party shall only be required to pay the fees and expenses that are not reasonable. Whether of one separate counsel for such Indemnified Party or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld)Parties. The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding affected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten trading days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; providedin writing, however, that the delay or failure to so notify and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with the defense thereof; PROVIDED that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 3) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; PROVIDED that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to (and promptly after any such judgment or settlement receive) indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such action.

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under the applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party. In any such cases, the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheldwithheld or delayed). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (without the consent of such Indemnified Party) that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder. Notwithstanding the foregoing, if at any time an Indemnified Party shall have requested the Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this Section 6, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without the Indemnifying Party’s written consent if (i) such settlement is entered into more than 30 Business Days after receipt by the Indemnifying Party of the aforesaid request and (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request or contested the reasonableness of such fees and expenses prior to the date of such settlement.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel in writing (with a copy to the Indemnifying Party) that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm such counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not impose any monetary or other obligation or restriction on the Indemnified Party. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for written notice thereof to the Indemnifying Party, which such notice shall be delivered no more frequently than on a monthly basis (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; providedin writing, however, that the delay or failure to so notify and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such indemnity whom indemnification is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to participate in, and to the extent the Indemnifying Party so desires, assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, the Indemnified Party shall reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder; provided, further, the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except to the extent that the Indemnifying Party has been such failure shall have materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (ia) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (iib) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party fails promptly to assume, or shall have been advised in the event of writing by counsel that a conflict of interest cannot assumewill exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Indemnifying Party shall not have the right to employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into any settlement that (x) does such Proceeding effected without its written consent, which consent shall not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderunreasonably withheld.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; providedin writing, however, that the delay or failure to so notify and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all actual, reasonable and documented fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or , (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; providedactual, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable and documented fees and expenses of no more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all actual, reasonable and documented fees and expenses of the Indemnified Party (including actual, reasonable and documented fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled is finally determined by a court of competent jurisdiction (which determination is not subject to indemnification hereunder appeal or (yfurther review) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would not to be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto(to the extent permitted by law, one counsel shall be employed for all indemnified parties) and the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at proximately prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ one separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to employ counsel and to assume the defense thereof and the reasonable expenses of such claim or proceeding counsel shall be at the expense of the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a releasemanner consistent with this Section, in form and substance reasonably satisfactory but only to the extent covered within the definition of “Losses” above) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel (which shall be reasonably acceptable to the indemnifying party) that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; PROVIDED, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party Party, after having actual knowledge of any such Proceeding, shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim Proceeding or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; , and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case 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 thereof and such counsel shall be at the expense of the Indemnifying Party); or (4) the Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the Indemnified Parties, same general allegations or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld)circumstances. The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into any settlement that (x) does not include as an unconditional term thereof conditioned. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderProceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, not be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such claim or litigation fees and expenses applicable to such actions for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such action.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity pursuant to Section 6(a) or 6(b) hereunder (an “"Indemnified Party”"), such Indemnified Party promptly shall give prompt notice to notify the party Person from which such whom indemnity is sought (the “"Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified materially and indemnifying parties may exist in respect of such claim, assume, at adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised in writing by counsel that a conflict of interest would exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or enter into delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, conditioned or delayed, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten (10) Business Days of such claim or litigation for which written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party would be to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled pursuant to indemnification hereunderapplicable law).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; and the payment of all fees and expenses incurred in connection with defense thereof, provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense; PROVIDED, however, that in the event that the Indemnifying Party shall be required to pay the fees and expenses of separate counsel, the Indemnifying Party shall only be required to pay the fees and expenses of one separate counsel for such Indemnified Party or Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding affected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) business days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, further, however, that the Indemnifying Party shall not, in connection with any one be obliged to reimburse all such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of to the Indemnified Parties, or for fees and expenses extent it is finally judicially determined that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails promptly shall have failed promptly, but in any event within fifteen (15) days of receiving notice of such Proceeding, to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding, notify the Indemnified Party of such assumption and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and such counsel shall be at the expense of such claim or proceeding at the Indemnifying Party’s expense); provided, furtherthat, howeverthe Indemnifying Party shall pay for no more than two separate sets of counsel for all Indemnified Parties and such legal counsel shall be selected by Holders of no less than a majority in interest of the then outstanding Registrable Securities The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party shall not, in connection with any one may require such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the Indemnified Party to undertake to reimburse all such fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of to the Indemnified Parties, or for fees and expenses extent it is finally judicially determined that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoin writing; provided, however, that the delay or failure to so notify the Indemnifying Party Parties shall not relieve the Indemnifying Party Parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Indemnifying Party has Parties have been prejudiced materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly Party, within 20 Business Days after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume, at the Indemnifying Party’s its expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (i1) the Indemnifying Party agrees has agreed to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; in which case or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party or any of its affiliates or controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to employ counsel and to assume the defense and the reasonable fees and expenses of such claim or proceeding counsel shall be at the expense of the Indemnifying Party’s expense; provided, furtherit being understood, however, that that, the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all of the such Indemnified Parties, or for fees and expenses that are not reasonableParty). Whether or not such defense is assumed by the Indemnifying Party, such No Indemnifying Party will not shall be subject to any liability liable under this Section 8 for any settlement made of any such proceeding effected without its consent (but such consent will written consent, which shall not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or (y) involves the imposition of equitable remedies or the imposition of not any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as is a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderparty thereto).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event shall have failed within 45 days of receiving notification of a conflict of interest cannot assume, Proceeding from an Indemnified Party to assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and the reasonable fees and expenses of such claim or proceeding separate counsel shall be at the expense of the Indemnifying Party’s expense; provided, further). It being understood, however, that the Indemnifying Party shall not, in connection with any one such claim Proceeding (including separate Proceedings that have been or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, within 20 Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all reasonable, documented fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; , and such Indemnified Party shall have been advised in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party, in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable responsible for the reasonable, documented fees and expenses of no more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses such separate counsel that are not reasonable. Whether or not such defense is assumed by reasonably satisfactory to the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment such Proceeding affected without its written consent, which consent shall not be unreasonably withheld, delayed or enter into any settlement that (x) does not include as an unconditional term thereof conditioned. No Indemnifying Party shall, without the giving by the claimant or plaintiff to such Indemnified Party prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderProceeding.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”"INDEMNIFIED PARTY"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"INDEMNIFYING PARTY") in writing, and the Indemnifying Party”) Party shall have the right to assume the defense thereof, including the employment of any claim or of counsel reasonably satisfactory to the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with the defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified proximately and indemnifying parties may exist in respect of such claim, assume, at materially adversely prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including without limitation any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense of such claim or proceeding at thereof and the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm separate counsel shall be at the expense of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All reasonable fees and expenses of the Indemnified Party (including without limitation reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section 3) shall be paid to the Indemnified Party, from all liability in respect as incurred, within ten Trading Days of such claim or litigation for which such written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably delayed or withheld). The Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. If any Person Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “"Indemnified Party”"), such Indemnified Party shall give prompt notice to promptly notify the party Person from which such whom indemnity is sought (the “"Indemnifying Party”") in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of counsel, selected by the commencement of any proceeding with respect Indemnifying Party and reasonably satisfactory to which such the Indemnified Party seeks indemnification or contribution pursuant heretoand the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the delay or failure of any Indemnified Party to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party from any obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party failure shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at prejudiced the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an . An Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i1) the Indemnifying Party agrees has agreed in writing to pay such fees and expenses; or (ii2) the Indemnifying Party fails shall have failed promptly to assume, or in the event of a conflict of interest cannot assume, assume the defense of such claim or proceeding or fails Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; in which case the , and such Indemnified Party shall have been advised by counsel that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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 employ counsel and to assume the defense thereof and the expense of one such claim or proceeding counsel for each Holder shall be at the expense of the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry be liable for any settlement of any judgment or enter into such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement that (x) does not include as of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a release, in form and substance reasonably satisfactory manner not inconsistent with this Section) shall be paid to the Indemnified Party, from all liability in respect as incurred, promptly after written notice thereof to the Indemnifying Party (regardless of such claim or litigation for which such whether it is ultimately determined that an Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceedings. If any Person proceeding (including any governmental investigation) shall be entitled instituted involving any Person in respect of which indemnity may be sought pursuant to indemnity hereunder this Article 2, such Person (an “Indemnified Party”), such Indemnified Party ) shall give prompt notice to promptly notify the party from which Person against whom such indemnity is may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of any claim or of the commencement of any proceeding with respect counsel reasonably satisfactory to which such Indemnified Party seeks indemnification or contribution pursuant heretoand shall assume the payment of all fees and expenses; provided, however, that the delay or failure of any Indemnified Party so to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability of its obligations hereunder except to the extent that the Indemnifying Party has been is materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice failure to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Partynotify; provided, howeverfurther, that an the Indemnified Party shall have the right to employ separate counsel in assume the defense of any such claim or proceeding and the Indemnifying Party shall be liable for any fees and expenses therefor if (a) the Indemnifying Party fails to participate provide the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the adequate financial resources to defend against the proceeding and fulfill its indemnification obligations hereunder, (b) the Indemnifying Party fails to defend diligently the proceeding within 10 days after receiving notice of such failure from such Indemnified Party, (c) the Indemnifying Party fails to notify the Indemnified Party in writing, within 15 days after the Indemnified Party has given notice of the proceeding, that the Indemnifying Party will indemnify the Indemnified Party from and against all Damages the Indemnified Party may suffer caused by or relating to such claim, (d) such Indemnified Party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties which are not available to the Indemnifying Party or (e) such Indemnified Party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the Indemnified Party and the Indemnifying Party may have different, conflicting, or adverse legal positions or interests. In any proceeding as to which the Indemnifying Party shall have the right to assume, and shall have assumed, the defense thereofthereof any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: unless (i) the Indemnifying Party agrees and the Indemnified Party shall have mutually agreed to pay the retention of such fees and expenses; counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party fails promptly shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to assumeany local counsel) at any time for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. 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, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Damages (to the extent stated above) by reason of such settlement or judgment; provided, that, in the event case where the Indemnifying Party shall have failed to take any of a conflict of interest cannot assumethe actions listed in clauses (a), the defense of such claim (b) or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; (c) above in which case this Section 2.7, the Indemnified Party shall have the right to employ counsel compromise or settle such proceeding on behalf of and to assume for the defense account, expense, and risk of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that Party and the Indemnifying Party shall not, in connection with remain responsible for any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of Damages the Indemnified Parties, Party may suffer caused by or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff relating to such Indemnified Party proceeding to the fullest extent provided herein. Without the prior written consent of a release, in form and substance reasonably satisfactory to the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional and irrevocable release of such Indemnified Party from all liability in respect arising out of such claim proceeding and does not include a statement as to or litigation for which such Indemnified Party would be entitled an admission of fault, culpability or a failure to indemnification hereunder act, by or (y) involves the imposition of equitable remedies or the imposition on behalf of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunderParty.