Common use of Notice and Procedures Clause in Contracts

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party except to the extent otherwise than under such indemnifying party has been materially prejudiced by such failuresubsection. In case any such action shall be brought against any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlementthe settlement or compromise of, compromise or consent to the entry of any judgment in with respect to, any pending or threatened action, suit action or proceeding claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity was to such action or could have been sought hereunder by such indemnified party, claim) unless such settlement, compromise or consent judgment (ai) includes an unconditional release of such the indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under party”) in respect of which indemnity may be sought against the Company or any Placement Agent (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b) above ), respectively, of notice of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such the indemnifying party has been materially prejudiced does not otherwise learn of the Proceeding and such failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party of the or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party’s election so to assume the defense thereof, the in any of which events such reasonable fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding (including by consent to the entry of any judgment) effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (which fees and expenses shall be reasonably documented) as contemplated by the second sentence of this Section 56(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the your sole judgment of the Agentjudgment, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent you shall have the right to employ a single counsel (in addition to local counsel) to represent all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the AgentUnderwriters under subsection (a) above, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party otherwise than under such subsection except and then only to the extent such indemnifying party has been is materially prejudiced by such failurethereby. In case any such action shall be brought against any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlementthe settlement or compromise of, compromise or consent to the entry of any judgment in with respect to, any pending or threatened action, suit action or proceeding claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity was to such action or could have been sought hereunder by such indemnified party, claim) unless such settlement, compromise or consent judgment (ai) includes an unconditional release of such the indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall (i) will not relieve the indemnifying party it from any liability that which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureparty. In case any such action shall be is brought against any indemnified party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate intherein, and, and to the extent that it shall wish, jointly with any other indemnifying may elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and after the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of investigation; providedlegal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement the expenses of any proceeding effected without its written consentmore than one separate counsel and an additional local counsel, but if settled with such consent or if there be a final judgment for needed, approved by the plaintiffRepresentatives in the case of paragraph (a) of this Section 7, the indemnifying party agrees to indemnify representing the indemnified party against any loss, claim, damage, liability or expense by reason of parties under such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party paragraph (a) who are parties to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid requestaction), (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed employed counsel satisfactory to the indemnified party in accordance with such request prior to represent the date indemnified party within a reasonable time after notice of such settlement. No commencement of the action, (iii) the indemnifying party shallhas authorized the employment of counsel for the indemnified party at the expense of the indemnifying party or (iv) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (ai) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (bii) does not include a any statement as to or an any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any actionaction (including any governmental investigation), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party except to the extent otherwise than under such indemnifying party has been materially prejudiced by such failuresubsection. In case any such action shall be brought against any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party or represent two or more parties if such representation would be inappropriate due to actual or potential differing interests between or among them), and, after notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlementthe settlement or compromise of, compromise or consent to the entry of any judgment in with respect to, any pending or threatened action, suit action or proceeding claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity was to such action or could have been sought hereunder by such indemnified party, claim) unless such settlement, compromise or consent judgment (ai) includes an unconditional release of such the indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentindemnified party, it is advisable for the Agent indemnified party to be represented by separate counsel, the Agent indemnified party shall have the right to employ a single separate counsel (in addition to local counsel) to represent the Agent, indemnified party in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified party as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentAgents, it is advisable for the Agent Agents to be represented by separate counsel, the Agent Agents shall have the right to employ a single counsel to represent the AgentAgents, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Agents as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 6 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so choice at the indemnifying party’s expense to assume represent the defense thereof, indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel retained by the indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparties except as set forth below); provided, however, that if, such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counselan action, the Agent indemnified party shall have the right to employ a single separate counsel to represent the Agent(including one local counsel per jurisdiction, in which event each case reasonably acceptable to the indemnifying party), and the indemnifying party shall bear the reasonable fees fees, costs and expenses of such separate counsel shall be borne if: (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or parties potential defendants in, or targets of, any such action include both the indemnified party and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify and the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party reasonably concluded that there may be legal defenses available to reimburse the it and/or other indemnified party for fees and expenses of counsel as contemplated by this Section 5, parties that are different from or additional to those available to the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and party; (iii) such the indemnifying party shall not have reimbursed employed counsel reasonably satisfactory to the indemnified party in accordance with such request prior to represent the date indemnified party within a reasonable time after notice of the institution of such settlement. No action; or (iv) the indemnifying party shallshall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified partyclaim or action), unless such settlement, compromise or consent (a) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under party”) in respect of which indemnity may be sought against the Company or the Placement Agent, as applicable ( the “indemnifying party”) pursuant to subsection (a) or subsection (b) above of notice of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such indemnifying party has been materially prejudiced failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party of the or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party’s election so to assume the defense thereof, the in any of which events such reasonable fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding (including by consent to the entry of any judgment) effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (which fees and expenses shall be reasonably documented) as contemplated by the second sentence of this Section 56(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel (and local counsel) shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 6 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election so to assume appoint counsel to represent the defense thereofindemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party; provided, however, that an indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one such separate counsel shall be borne by (in addition to local counsel) in connection with any proceeding or related proceeding in the same jurisdiction. An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there (which consent shall not be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgmentunreasonably withheld). Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 56(a) or (b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to before such settlement being is entered into, into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No An indemnifying party shallwill not, without the prior written consent (which consent shall not be unreasonably withheld) of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent consent: (ai) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(d), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentindemnified party, it is advisable for the Agent indemnified party to be represented as a group by separate counsel, the Agent indemnified party shall have the right to employ a single counsel (in addition to local counsel) to represent the Agentindemnified parties who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that ifif (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (ii) or a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the sole judgment indemnifying party will not have the right to direct the defense of such action on behalf of the Agentindemnified party), it is advisable for or (iii) the Agent indemnifying party has not in fact employed counsel reasonably satisfactory to be represented by separate counselthe indemnified party to assume the defense of such action with a reasonable time after receiving notice of the commencement of the action, the Agent indemnified party shall have the right to employ a single counsel to represent the Agentit in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified party as incurred (in accordance with the provisions of the second paragraph in subsection (a) or (b) above). The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentan Underwriter, it is advisable for the Agent such Underwriter to be represented by separate counsel, the Agent such Underwriter shall have the right to employ a single counsel (in addition to local counsel) to represent the Agentsuch Underwriter, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent such Underwriter as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 55(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any out-of-pocket legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; providedinvestigation unless the indemnified party, however, that if, in based on the sole judgment advice of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right reasonably concluded that there may be legal defenses available to employ a single counsel it that are different from or in addition to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by those available to the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)party. The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such An indemnifying party shall not have reimbursed the indemnified party be obligated under any settlement agreement relating to any action under this Section 6 to which it has not agreed in accordance with such request prior to the date of such settlementwriting. No In addition, no indemnifying party shall, without the prior written consent of the indemnified party, party (which consent shall not be unreasonably withheld or delayed) effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from for all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act by or on behalf of any an indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but provided, that the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentindemnified party, it is advisable for the Agent indemnified party to be represented by separate counsel, the Agent indemnified party shall have the right to employ a single separate counsel to represent the Agentit, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying indemnified party or parties and reimbursed except to the Agent as incurred extent that (in accordance with i) the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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, employment thereof has been specifically authorized by the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid requestin writing, (ii) such the indemnifying party shall have received notice has failed after a reasonable period of the terms of time to assume such settlement at least 30 days prior defense and to such settlement being entered into, and employ counsel or (iii) in such action there is, 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 the indemnified 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 reimbursed the indemnified party in accordance with such request prior right to assume the date defense of such settlementaction on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions 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 at any time for all such indemnified parties. No An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from for all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partythe proceeding.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent . The indemnified party shall have the right to employ a single its counsel to represent in any such action, but the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized in writing by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)party. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No ; provided that an indemnifying party shall, shall not be liable for any such settlement effected without the prior written its consent of the indemnified if such indemnifying party, effect any settlement, compromise or consent prior to the entry date of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a1) includes an unconditional release of reimburses such indemnified party from all liability on claims that are in accordance with such request for the subject matter amount of such action, suit or proceeding fees and expenses of counsel as the indemnifying party believes in good faith to be reasonable and (b2) does not include a statement as provides written notice to or an admission the indemnified party that the indemnifying party disputes in good faith the reasonableness of fault, culpability or a failure to act by or on behalf the unpaid balance of any indemnified partysuch fees and expenses.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(d), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 6 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election so to assume appoint counsel to represent the defense thereofindemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (w) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (x) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (y) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (z) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party; provided, however, that an indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one such separate counsel shall be borne by (in addition to local counsel) in connection with any proceeding or related proceeding in the same jurisdiction. An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there (which consent shall not be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgmentunreasonably withheld). Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 56(a) or (b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (iA) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request, (iiB) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to before such settlement being is entered into, into and (iiiC) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No An indemnifying party shallwill not, without the prior written consent (which consent shall not be unreasonably withheld) of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (a) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “Indemnified Party”) in respect of which indemnity may be sought against the Company or the Placement Agent (as applicable, the “Indemnifying Party”) pursuant to subsections (a) or (b) above, respectively, of this Section 6, such Indemnified Party shall promptly notify such Indemnifying Party in writing of the institution of such Proceeding and such Indemnifying Party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all fees and expenses; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which such Indemnifying Party may have to any Indemnified Party or otherwise, except to the extent the Indemnifying Party has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have to an indemnified party Indemnified Party otherwise than under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureabove. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal The Indemnified Party or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent parties shall have the right to employ a single its or their own counsel to represent in any such case, but the Agent, in which event the reasonable fees and expenses of such separate counsel shall be at the expense of such Indemnified Party or parties unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Proceeding, (ii) the Indemnifying Party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or (iii) such Indemnified Party or parties shall have reasonably concluded upon written advice of counsel that there may be one or more legal defenses available to it or them which are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party or parties, but such Indemnifying Party or parties may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by the indemnifying party or parties such Indemnifying Party and reimbursed to the Agent paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in accordance with addition to any local counsel) in any one Proceeding or series of related Proceedings in the provisions of same jurisdiction representing the second paragraph in subsection (a) aboveIndemnified Parties who are parties to such Proceeding). The indemnifying party under this Section 5 An Indemnifying Party shall not be liable for any settlement of any proceeding Proceeding effected without its written consentconsent but, but if settled with its written consent, such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify and hold harmless the indemnified party Indemnified Party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgmentsettlement. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Party shall have requested an indemnifying party Indemnifying Party to reimburse the indemnified party Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this Section 56(c), then the indemnifying party Indemnifying Party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party Indemnifying Party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party Indemnifying Party shall not have fully reimbursed the indemnified party Indemnified Party in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Party shall have given the Indemnifying Party at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified partysuch Indemnified Party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 56, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionsubsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so failure to notify the indemnifying party shall not relieve the indemnifying party it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced through the forfeiture of substantive rights or defenses by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureotherwise than under subsection (a) or (b) above. In case any such action shall be is brought against any indemnified party, party and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in, therein and, to the extent that it shall may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding action in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, party unless such settlement, compromise or consent settlement (ai) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, suit or proceeding action and (bii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act by or on behalf of any an indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any actionaction (including any governmental investigation), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party except to the extent otherwise than under such indemnifying party has been materially prejudiced by such failuresubsection. In case any such action shall be brought against any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party or represent two or more parties if such representation would be inappropriate due to actual or potential differing interests between or among them), and, after notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlementthe settlement or compromise of, compromise or consent to the entry of any judgment in with respect to, any pending or threatened action, suit action or proceeding claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity was to such action or could have been sought hereunder by such indemnified party, claim) unless such settlement, compromise or consent judgment (ai) includes an unconditional release of such the indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under party”) in respect of which indemnity may be sought against the Company or the Placement Agent (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b) above ), respectively, of notice of the commencement of any actionthis Section 7, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such indemnifying party has been materially prejudiced failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party of the or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party’s election so to assume the defense thereof, the in any of which events such reasonable fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding (including by consent to the entry of any judgment) effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (which fees and expenses shall be reasonably documented) as contemplated by the second sentence of this Section 57(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party (including local counsel) of the indemnifying party’s election so choice at the indemnifying party’s expense to assume represent the defense thereof, indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparties except as set forth below); provided, however, that if, such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counselan action, the Agent indemnified party shall have the right to employ a single separate counsel to represent (including local counsel), and the Agent, in which event indemnifying party shall bear the reasonable fees fees, costs and expenses of such separate counsel shall be borne if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or parties potential defendants in, or targets of, any such action include both the indemnified party and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify and the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party reasonably concluded that there may be legal defenses available to reimburse the it and/or other indemnified party for fees and expenses of counsel as contemplated by this Section 5, parties that are different from or additional to those available to the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and party; (iii) such the indemnifying party shall not have reimbursed employed counsel reasonably satisfactory to the indemnified party in accordance with such request prior to represent the date indemnified party within a reasonable time after notice of the institution of such settlement. No action; or (iv) the indemnifying party shallshall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties (such consent not to be unreasonably withheld, effect any settlementconditioned or delayed), settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (ax) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (by) does not include a any statement as to or an admission any finding of fault, culpability or a failure to act by or on behalf of any indemnified partyperson. An indemnifying party will not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the . An indemnifying party or parties and reimbursed shall not be obligated under any settlement agreement relating to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such the indemnified party shall, if a claim in respect thereof is to be made against the an indemnifying party under such subsectionthis Section 7, notify the such indemnifying party in writing of the commencement thereofof that action; but provided, however, that the omission so failure to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party under this Section 7 except to the extent such indemnifying party it has been materially prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. In case If any such action shall be brought against any an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party similarly notifiedparty, to assume the defense thereof, of such action with counsel reasonably satisfactory to such the indemnified party (which counsel shall not, except with the written consent of the indemnified party, and after be counsel to the indemnifying party). After notice from the indemnifying party to such the indemnified party of the indemnifying party’s its election so to assume the defense thereofof such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation which shall remain the expense of the Company) shall be at the expense of such indemnified party unless (i) in the case of an Underwriter Indemnified Party, the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a), or the Representative in the case of a claim for indemnification under Section 7(b), or (ii) such subsection indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationsuch action; provided, however, that ifthe indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the sole judgment same jurisdiction arising out of the Agentsame general allegations or circumstances, it is advisable be liable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such separate counsel indemnified parties (in addition to any local counsel), which firm shall be borne designated in writing by the indemnifying party Representative if the indemnified parties under this Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties and reimbursed under this Section 7 consist of any Company Indemnified Parties. Subject to this Section 7(c), the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The amount payable by an indemnifying party under this Section 5 7 shall include, but not be liable for any settlement of any proceeding effected without its written consentlimited to, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as contemplated by this Section 5a third party witness in respect of, the indemnifying party agrees that it shall be liable for or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementforegoing. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of judgment in with respect to any pending or threatened actionaction or any claim whatsoever, suit or proceeding in respect of which any indemnification or contribution could be sought under this Section 7 (whether or not the indemnified party is parties are actual or could have been a party and indemnity was or could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement, compromise or consent (ai) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, or if its consent has been unreasonably withheld or delayed, or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the AgentUnderwriters under subsection (a) or (b) above, in which event the reasonable reasonable, actual and documented fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under subsection party”) in respect of which indemnity may be sought against the Company or any Placement Agents (aas applicable, the “indemnifying party”) pursuant to Section 6(a) or (b) above of notice of the commencement of any action6(b), respectively, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such the indemnifying party has been materially prejudiced does not otherwise learn of the Proceeding and such failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party of the or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party’s election so to assume the defense thereof, the in any of which events such reasonable fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding (including by consent to the entry of any judgment) effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (which fees and expenses shall be reasonably documented) as contemplated by the second sentence of this Section 56(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle, unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of the indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 6(a) or 6(b) such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party under subsection (a) or (b) above to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of notice such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the commencement expense of any action, such indemnified party shall, if a claim in respect thereof is to be made against unless (i) the indemnifying party under and the indemnified party shall have mutually agreed to the retention of such subsection, notify counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party in writing and the indemnified party and representation of both parties by the commencement thereof; but the omission so same counsel would be inappropriate due to notify actual or potential differing interests between them. It is understood that the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified partynot, and it shall notify the indemnifying party in respect of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with legal expenses of any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, any proceeding or related proceedings in the sole judgment of same jurisdiction, be liable for (i) the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Placement Agent and all persons, if any, who control the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of the Placement Agent within the meaning of Rule 405 under the Securities Act, and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate counsel firm for the Placement Agent and such control persons and affiliates of the Placement Agent, such firm shall be borne designated in writing by the indemnifying party or parties Placement Agent. In the case of any such separate firm for the Company, and reimbursed to the Agent as incurred (in accordance with the provisions such directors, officers and control persons of the second paragraph Company, such firm shall be designated in subsection (a) above)writing by the Company. The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this Section 5paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the sole judgment indemnifying party; (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Agentindemnified party), it is advisable for or (iii) the Agent indemnifying party has not in fact employed counsel reasonably satisfactory to be represented by separate counselthe indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, the Agent indemnified party or parties shall have the right to employ a single counsel to represent the Agentit in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified party or parties as incurred (in accordance with incurred; it being understood, however, that the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, one separate counsel (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such plus local counsel). An indemnifying party shall not have reimbursed the indemnified party be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 6 to which it has not agreed in accordance with such request prior to the date of such settlementwriting. No In addition, no indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld or delayed), effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from for all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act by or on behalf of any an indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the sole judgment indemnifying party or (ii) a conflict or potential conflict exists (based on advice of counsel to the Agent, it is advisable for indemnified party) between the Agent to be represented by separate counselindemnified party and the indemnifying party, the Agent indemnified party shall have the right to employ a single counsel (in addition to local counsel) to represent all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the AgentUnderwriters under subsection (a) or (b) above, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with and the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the right to direct the defense of such action on behalf of the indemnified party. An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 8 to which it has not agreed in accordance with such request prior to the date of such settlementwriting. No In addition, no indemnifying party shall, without the prior written consent of the indemnified party, party (which consent shall not be unreasonably withheld or delayed) effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from for all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act by or on behalf of any an indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 45 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such the indemnified party shall, if a claim in respect thereof is to be made against the an indemnifying party under such subsectionthis Section 8, notify the such indemnifying party in writing of the commencement thereofof that action; but provided, however, that the omission so failure to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party under this Section 8 except to the extent such indemnifying party it has been materially prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. In case If any such action shall be brought against any an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party similarly notifiedparty, to assume the defense thereof, of such action with counsel reasonably satisfactory to such the indemnified party (which counsel shall not, except with the written consent of the indemnified party, and after be counsel to the indemnifying party). After notice from the indemnifying party to such the indemnified party of the indemnifying party’s its election so to assume the defense thereofof such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation which shall remain the expense of the Company) shall be at the expense of such indemnified party unless (i) in the case of a Placement Agent Indemnified Party, the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 8(a) or Section 2(f), or (ii) such subsection indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationsuch action; provided, however, that ifthe indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the sole judgment same jurisdiction arising out of the Agentsame general allegations or circumstances, it is advisable be liable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such separate counsel indemnified parties (in addition to any local counsel), which firm shall be borne designated in writing by the indemnifying party Placement Agent if the indemnified parties under this Section 8 consist of any Placement Agent Indemnified Party or by the Company if the indemnified parties and reimbursed under this Section 8 consist of any Company Indemnified Parties. Subject to this Section 8(c), the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The amount payable by an indemnifying party under this Section 5 8 shall include, but not be liable for any settlement of any proceeding effected without its written consentlimited to, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as contemplated by this Section 5a third party witness in respect of, the indemnifying party agrees that it shall be liable for or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementforegoing. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of judgment in with respect to any pending or threatened actionaction or any claim whatsoever, suit or proceeding in respect of which any indemnification or contribution could be sought under this Section 8 (whether or not the indemnified party is parties are actual or could have been a party and indemnity was or could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement, compromise or consent (ai) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, or if its consent has been unreasonably withheld or delayed, or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but provided, that the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentindemnified party, it is advisable for the Agent indemnified party to be represented by separate counsel, the Agent indemnified party shall have the right to employ a single separate counsel to represent the Agentit, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying indemnified party or parties and reimbursed except to the Agent as incurred extent that (in accordance with i) the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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, employment thereof has been specifically authorized by the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid requestin writing, (ii) such the indemnifying party shall have received notice has failed after a reasonable period of the terms of time to assume such settlement at least 30 days prior defense and to such settlement being entered into, and employ counsel or (iii) in such action there is, 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 the indemnified 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 reimbursed the indemnified party in accordance with such request prior right to assume the date defense of such settlementaction on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions 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 at any time for all such indemnified parties. No An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 7 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from for all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partythe proceeding.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under party”) in respect of which indemnity may be sought against the Company or the Placement Agent (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b) above ), respectively, of notice of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such the indemnifying party has been materially prejudiced does not otherwise learn of the Proceeding and such failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties ), in any of which events such reasonable fees and expenses shall be borne by such indemnifying party’s election so to assume the defense thereofparty and paid as incurred (it being understood, the however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 56(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole reasonable judgment of the AgentRepresentative (upon written advice received from its outside counsel), it is advisable for the Agent Underwriters to be represented by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred incurred. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the last paragraph in Section 6(a) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in accordance with addition to any local counsel) for the provisions Designated Entities for the defense of any losses, claims, damages and liabilities arising out of the second paragraph in subsection (a) above)Directed Stock Program if representation of the Underwriters and the Designated Entities by the same counsel would be inappropriate due to actual or potential differing interests between them. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (c) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(d), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “Indemnified Party”) in respect of which indemnity may be sought against the Company or the Placement Agent (as applicable, the “Indemnifying Party”) pursuant to subsection (a) or (b) above, respectively, of this Section 6, such Indemnified Party shall promptly notify such Indemnifying Party in writing of the institution of such Proceeding and such Indemnifying Party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party) and payment of all fees and expenses; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which such Indemnifying Party may have to any Indemnified Party or otherwise, except to the extent the Indemnifying Party has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have to an indemnified party Indemnified Party otherwise than under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureabove. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal The Indemnified Party or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent parties shall have the right to employ a single its or their own counsel to represent in any such case, but the Agent, in which event the reasonable fees and expenses of such separate counsel shall be at the expense of such Indemnified Party or parties unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Proceeding, (ii) the Indemnifying Party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or (iii) such Indemnified Party or parties shall have reasonably concluded upon written advice of counsel that there may be one or more legal defenses available to it or them which are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party or parties, but such Indemnifying Party or parties may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by the indemnifying party or parties such Indemnifying Party and reimbursed to the Agent paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in accordance with addition to any local counsel) in any one Proceeding or series of related Proceedings in the provisions of same jurisdiction representing the second paragraph in subsection (a) aboveIndemnified Parties who are parties to such Proceeding). The indemnifying party under this Section 5 An Indemnifying Party shall not be liable for any settlement of any proceeding Proceeding effected without its written consentconsent but, but if settled with its written consent, such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify and hold harmless the indemnified party Indemnified Party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgmentsettlement. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Party shall have requested an indemnifying party Indemnifying Party to reimburse the indemnified party Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this Section 56(c), then the indemnifying party Indemnifying Party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party Indemnifying Party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party Indemnifying Party shall not have fully reimbursed the indemnified party Indemnified Party in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Party shall have given the Indemnifying Party at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified partysuch Indemnified Party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentyour reasonable judgment, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent you shall have the right to employ a single counsel (in addition to local counsel) to represent all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the AgentUnderwriters under subsection (a) above, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(d), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentUnderwriter, it is advisable for the Agent Underwriter to be represented by separate counsel, the Agent Underwriter shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentUnderwriter, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriter as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of a notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any out-of-pocket legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentXxxxx Xxxxxxx, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Xxxxx Xxxxxxx shall have the right to employ a single counsel (in addition to local counsel) to represent Xxxxx Xxxxxxx and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the AgentUnderwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(d), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, (ii2) such indemnifying party shall have received notice of the terms of such settlement at least 30 thirty (30) days prior to such settlement being entered into, into and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentUnderwriter, it is advisable for the Agent Underwriter to be represented by separate counsel, the Agent Underwriter shall have the right to employ a single counsel (in addition to local counsel) to represent all of the Agentindemnified parties, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified parties as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such the indemnified party shall, if a claim in respect thereof is to be made against the an indemnifying party under such subsectionthis Section 7, notify the such indemnifying party in writing of the commencement thereofof that action; but provided, however, that the omission so failure to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party under this Section 7 except to the extent such indemnifying party it has been materially prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. In case If any such action shall be brought against any an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party similarly notifiedparty, to assume the defense thereof, of such action with counsel reasonably satisfactory to such the indemnified party (which counsel shall not, except with the written consent of the indemnified party, and after be counsel to the indemnifying party). After notice from the indemnifying party to such the indemnified party of the indemnifying party’s its election so to assume the defense thereofof such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation which shall remain the expense of the Company) shall be at the expense of such indemnified party unless (i) in the case of an Underwriter Indemnified Party, the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a), or (ii) such subsection indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationsuch action; provided, however, that ifthe indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the sole judgment same jurisdiction arising out of the Agentsame general allegations or circumstances, it is advisable be liable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such separate counsel indemnified parties (in addition to any local counsel), which firm shall be borne designated in writing by the indemnifying party Underwriter if the indemnified parties under this Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties and reimbursed under this Section 7 consist of any Company Indemnified Parties. Subject to this Section 7(c), the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The amount payable by an indemnifying party under this Section 5 7 shall include, but not be liable for any settlement of any proceeding effected without its written consentlimited to, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as contemplated by this Section 5a third party witness in respect of, the indemnifying party agrees that it shall be liable for or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementforegoing. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of judgment in with respect to any pending or threatened actionaction or any claim whatsoever, suit or proceeding in respect of which any indemnification or contribution could be sought under this Section 7 (whether or not the indemnified party is parties are actual or could have been a party and indemnity was or could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement, compromise or consent (ai) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, or if its consent has been unreasonably withheld or delayed, or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 5, the 6(c) such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly As promptly as reasonably practicable after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a result thereof and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in Sections 7(a) or 7(b) hereof. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the extent that it shall wish, jointly with indemnified party in any other action for which indemnification is sought (in which case the indemnifying party similarly notifiedshall not thereafter be responsible for the reasonable fees and expenses of any separate counsel, to assume other than local counsel if not appointed by the defense thereofindemnifying party, with retained by the indemnified party or parties, except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (in addition to one local counsel in each applicable jurisdiction), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (w) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (x) the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be one or more legal defenses available to it that are different from or additional to those available to the indemnifying party; (y) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt of notice of the institution of such action; or (z) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party, then, in each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of the indemnifying party’s its election so to assume the defense thereofthereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 7 for any legal or other expenses expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; providedthereof, unless (A) the indemnified party shall have employed separate counsel in accordance with the immediately preceding sentence (it being understood, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counselconnection with such action, the Agent indemnifying party shall have the right to employ a single counsel to represent the Agent, in which event not be liable for the reasonable fees and expenses of such more than one separate counsel shall be borne (in addition to one local counsel in each applicable jurisdiction) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Underwriters in the case of Section 7(a) hereof or the Company and the Guarantors in the case of Section 7(b) hereof, representing the indemnified parties under such Section 7(a) or 7(b) hereof, as the case may be, who are parties to such action or actions), (B) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or parties and reimbursed (C) the indemnifying party shall not have employed counsel satisfactory to the Agent as incurred (in accordance with indemnified party to represent the provisions indemnified party within a reasonable time after notice of commencement of the second paragraph action, in subsection (a) above). The each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnifying party waived in writing its rights under this Section 5 7, in which case the indemnified party may effect such a settlement without such consent. No indemnifying party shall not be liable under this Section 7 for any settlement of any proceeding claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, but if a claim or action settled with such consent its written consent, or if there be a final judgment for the plaintiffplaintiff with respect to any such claim or action, the each indemnifying party agrees jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify the and hold harmless each indemnified party from and against any lossand all losses, claimclaims, damage, liability damages or expense liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an An indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shallwill not, without the prior written consent of the indemnified partyparties (which consent shall not be unreasonably withheld), effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (a1) includes an unconditional release release, in form and substance satisfactory to the indemnified party, of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (b2) does not include a any statement as to or an admission of fault, culpability or a failure to act by or on behalf of any the indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve the indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability that it may have event, relieve the indemnifying party from any obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so choice at the indemnifying party’s expense to assume represent the defense thereof, indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel retained by the indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparties except as set forth below); provided, however, that if, such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counselan action, the Agent indemnified party shall have the right to employ a single separate counsel to represent (including local counsel), and the Agent, in which event indemnifying party shall bear the reasonable fees fees, costs and expenses of such separate counsel shall be borne if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or parties potential defendants in, or targets of, any such action include both the indemnified party and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify and the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party reasonably concluded that there may be legal defenses available to reimburse the it and/or other indemnified party for fees and expenses of counsel as contemplated by this Section 5, parties which are different from or additional to those available to the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid requestparty, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such the indemnifying party shall not have reimbursed employed counsel reasonably satisfactory to the indemnified party in accordance with such request prior to represent the date indemnified party within a reasonable time after notice of the institution of such settlement. No action or (iv) the indemnifying party shallshall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (ax) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding proceeding, and (by) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentindemnified party, it is advisable for the Agent indemnified party to be represented by separate counsel, the Agent indemnified party shall have the right to employ a single separate counsel (in addition to local counsel) to represent the Agent, indemnified party in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified party as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume assumption of the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under Section 6(a), in which event the reasonable fees and expenses of such separate counsel (and local counsel) shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection In case any proceeding (aincluding any governmental or regulatory investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or (b) above of notice of the commencement of any action8(b), such person (the “indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, party”) shall promptly notify the person against whom such indemnification may be sought (the “indemnifying party party”) in writing of writing; provided that the commencement thereof; but the omission so failure to notify the indemnifying party shall not relieve it from any liability that it may have under Section 8(a) or 8(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to any an indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureotherwise than under Section 8(a) or 8(b) above. In case If any such action proceeding shall be brought or asserted against any an indemnified party, party and it shall notify have notified the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to such the indemnified party (who shall not, without the consent of the indemnified party, be counsel to the indemnifying party) to represent the indemnified party and after notice from any others entitled to indemnification pursuant to this Section 8 that the indemnifying party may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party of unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party’s election so ; or (iv) the named parties to assume any such proceeding (including any impleaded parties) include both the defense thereof, indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party shall not be liable to such indemnified party under such subsection for not, in respect of the legal expenses of any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, any proceeding or related proceedings in the sole judgment of the Agentsame jurisdiction, it is advisable be liable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate counsel firm shall be borne designated in writing by the indemnifying party Managers, the Forward Purchasers or the Forward Sellers, in the case of parties indemnified pursuant to Section 8(a), and reimbursed by the Company, in the case of parties indemnified pursuant to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) aboveSection 8(b). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this Section 5paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement (ax) includes an unconditional release of such indemnified party party, in form and substance reasonably satisfactory to such indemnifying party, from all liability on claims that are the subject matter of such action, suit or proceeding and (by) does not include a any statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentUnderwriter, it is advisable for the Agent Underwriter to be represented by separate counsel, the Agent Underwriter shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentUnderwriter in respect of which indemnity may be sought by the Underwriter under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriter as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole reasonable judgment of the AgentUnderwriter (upon written advice received from its outside counsel), it is advisable for the Agent Underwriter to be represented by separate counsel, the Agent Underwriter shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentUnderwriter who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriter under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriter as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel (and local counsel) shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable and documented costs of investigation; provided, however, that if, in the sole reasonable judgment of the AgentRepresentative (upon written advice received from its outside counsel), it is advisable for the Agent Underwriters to be represented by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to one local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a), (b) or (bc) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable and documented fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(d), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under subsection party”) in respect of which indemnity may be sought against the Offerors or the Placement Agent (aas applicable, the “indemnifying party”) pursuant to Section 6(a) or (b) above of notice of the commencement of any action6(b), respectively, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such the indemnifying party has been materially prejudiced does not otherwise learn of the Proceeding and such failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party of the or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party’s election so to assume the defense thereof, the in any of which events such reasonable fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding (including by consent to the entry of any judgment) effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (which fees and expenses shall be reasonably documented) as contemplated by the second sentence of this Section 56(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle, unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of the indemnifying party arising under this Section 6 to indemnify the indemnified party or the amount of such obligation and the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt In the event that any Actions are instituted by an indemnified a third party or any claim or demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under subsection any provision of this Agreement (athe “Indemnitee”) or by a third party, in each case for which the party from whom indemnity is sought (bthe “Indemnitor”) above of notice of the commencement of may have liability to any actionIndemnitee hereunder (a “Third Party Claim”), such indemnified party shallIndemnitee shall promptly, if but in no event more than fifteen (15) days, following such Indemnitee’s receipt of a claim in respect thereof is to be made against the indemnifying party under such subsectionThird Party Claim, notify the indemnifying party Indemnitor in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, andin reasonable detail, to the extent that it shall wishavailable, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred Third Party Claim (in accordance with the provisions of the second paragraph in subsection (a) abovea “Claim Notice”). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnitor shall have requested an indemnifying party thirty (30) days (or such lesser number of days as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to reimburse notify the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees Indemnitee that it desires to defend the Indemnitee against such Third Party Claim. The Claim Notice shall be liable for any settlement of any proceeding effected without its written consent if (i) state that the Indemnitee has incurred, or reasonably and in good faith expects to incur, Losses for which such settlement Indemnitee is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail, to the extent available, the nature of such indemnifying party shall have received notice Third Party Claim and an estimate of the terms amount of the applicable Losses (if reasonably practicable) to which such settlement at least 30 days prior Indemnitee reasonably and in good faith believes it may be entitled to such settlement being entered intohereunder. Thereafter, and (iii) such indemnifying party the Indemnitee shall not have reimbursed the indemnified party in accordance with such request prior deliver to the date Indemnitor, promptly following the Indemnitee’s receipt thereof, copies of such settlement. No indemnifying party shall, without all notices and documents (including court papers and excluding all internally prepared documents or documents prepared by counsel or other representatives of Indemnitee) received by the prior written consent of the indemnified party, effect any settlement, compromise or consent Indemnitee relating to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyThird Party Claim.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (aSection 5(a) or (b5(b) above hereof of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole reasonable judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (aof Section 5(a) abovehereof). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a single claim for indemnification under Section 6(a) or the Placement Agents in the case of a claim for indemnification under Section 6(b) or (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal material defenses available to represent it which are different from or additional to those available to the Agentindemnifying party; provided, however, that the indemnifying party shall not, in which event connection with any one such action or separate but substantially similar or related actions 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 at any time for all such indemnified parties, and the reasonable and documented expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified parties as incurred (in accordance with the provisions of the second paragraph in subsection (aSection 6(a) or 6(b) above, as applicable). The indemnifying party under this Section 5 6 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 56, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could reasonably be expected to have been a party and indemnity was or could reasonably be expected to have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under Section 6(a), in which event the reasonable fees and expenses of such separate counsel (and local counsel) shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such the indemnified party shall, if a claim in respect thereof is to be made against the an indemnifying party under such subsectionthis Section 7, notify the such indemnifying party in writing of the commencement thereofof that action; but provided, however, that the omission so failure to notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party under this Section 7 except to the extent such indemnifying party it has been materially prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. In case If any such action shall be brought against any an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, therein and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party similarly notifiedparty, to assume the defense thereof, of such action with counsel reasonably satisfactory to such the indemnified party (which counsel shall not, except with the written consent of the indemnified party, and after be counsel to the indemnifying party). After notice from the indemnifying party to such the indemnified party of the indemnifying party’s its election so to assume the defense thereofof such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation which shall remain the expense of the Company) shall be at the expense of such indemnified party unless (i) in the case of an Underwriter Indemnified Party, the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a), or (ii) such subsection indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationsuch action; provided, however, that ifthe indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the sole judgment same jurisdiction arising out of the Agentsame general allegations or circumstances, it is advisable be liable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such separate counsel indemnified parties (in addition to any local counsel), which firm shall be borne designated in writing by the indemnifying party Underwriter if the indemnified parties under this Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties and reimbursed under this Section 7 consist of any Company Indemnified Parties. Subject to this Section 7(c), the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The amount payable by an indemnifying party under this Section 5 7 shall include, but not be liable for any settlement of any proceeding effected without its written consentlimited to, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as contemplated by this Section 5a third party witness in respect of, the indemnifying party agrees that it shall be liable for or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementforegoing. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of judgment in with respect to any pending or threatened actionaction or any claim whatsoever, suit or proceeding in respect of which any indemnification or contribution could be sought under this Section 7 (whether or not the indemnified party is parties are actual or could have been a party and indemnity was or could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement, compromise or consent (ai) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability on claims that are the subject matter arising out of such action, suit action or proceeding claim and (bii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, or if its consent has been unreasonably withheld or delayed, or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the your sole judgment of the Agentjudgment, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable reasonable, actual and documented fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by If an indemnified party Alfacell Indemnitee or a Par Indemnitee (the “Indemnitee”) intends to claim indemnification under subsection (a) or (b) above of notice of the commencement of any actionthis Article XII, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, it shall promptly notify the indemnifying party other Party (the “Indemnitor”) in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and alleged Losses promptly after it shall notify the indemnifying party becomes aware of the commencement thereof, basis for such indemnification. The Indemnitor shall have the indemnifying party shall be entitled right to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with control the defense thereof other than reasonable costs with counsel of investigation; its choice, provided, however, that ifsuch counsel is reasonably acceptable to Indemnitee; and, in the sole judgment of the Agentprovided, it is advisable for the Agent to be represented by separate counselfurther, the Agent that any Indemnitee shall have the right to employ a single retain its own counsel to represent the Agentat its own expense, in which event the reasonable fees and expenses for any reason, including if representation of such separate counsel shall be borne any Indemnitee by the indemnifying party counsel retained by the Indemnitor would be inappropriate due to actual or parties potential differing interests between such Indemnitee and reimbursed any other Party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any Losses covered by this Article XII. The obligations of this Section 12.3 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld, conditioned or delayed unreasonably. The failure to deliver prompt written notice to the Agent as incurred (in accordance with Indemnitor shall relieve the provisions Indemnitor of any obligation to the second paragraph in subsection (a) above). The indemnifying party Indemnitee of liability under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior 12.3 to the date of such settlementextent it is prejudiced thereby. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise It is understood that only Alfacell or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and Par may claim indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent under this Article XII (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by its own behalf or on behalf of any indemnified partyits Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and except as provided in the following sentence, after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided. After notice from the indemnifying party to the indemnified party of the indemnifying party’s election to assume the defense of such action, the indemnified party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) if the named parties in any such action include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that there is an actual or potential conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party or (iii) the indemnifying party shall not have employed counsel to assume the defense of such action within a reasonable time after notice of commencement thereof, in each of which cases the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying party (it being understood, however, that ifthe indemnifying party shall not be liable for the fees and expenses of more than one separate counsel in addition to any local counsel). If, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel (and local counsel) shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld, delayed or conditioned) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable and documented fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred incurred. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the last paragraph in Section 6(a) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in accordance with addition to any local counsel) for the provisions Designated Entities for the defense of any losses, claims, damages and liabilities arising out of the second paragraph in subsection (a) above)Directed Stock Program if representation of the Underwriters and the Designated Entities by the same counsel would be inappropriate due to actual or potential differing interests between them. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying each party against whom indemnification is to be sought in writing of the commencement thereof; thereof (but the omission failure so to notify the an indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureunder this Section 7). In case any such action shall be is brought against any indemnified party, and it shall notify the notifies an indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate intherein, and, and to the extent that it shall wish, jointly with any other indemnifying may elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent parties shall have the right to employ a single its or their own counsel to represent in any such case, but the Agent, in which event the reasonable fees and expenses of such separate counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel reasonably satisfactory to the indemnified parties to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying party or parties and reimbursed parties. Anything in this subsection to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The contrary notwithstanding, an indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding claim or action effected without its written consent; provided, but if settled with however, that such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall was not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementunreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or indemnification could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement (ax) includes an unconditional release of such indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such action, suit or proceeding and (by) does not include a any statement as to or an any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 6 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so choice at the indemnifying party’s expense to assume represent the defense thereof, indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel retained by the indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparties except as set forth below); provided, however, that if, such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counselan action, the Agent indemnified party shall have the right to employ a single separate counsel to represent the Agent(including one local counsel per jurisdiction, in which event each case reasonably acceptable to the indemnifying party), and the indemnifying party shall bear the reasonable fees fees, costs and expenses of such separate counsel shall be borne if: (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or parties potential defendants in, or targets of, any such action include both the indemnified party and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify and the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party reasonably concluded that there may be legal defenses available to reimburse the it and/or other indemnified party for fees and expenses of counsel as contemplated by this Section 5, parties that are different from or additional to those available to the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and party; (iii) such the indemnifying party shall not have reimbursed employed counsel reasonably satisfactory to the indemnified party in accordance with such request prior to represent the date indemnified party within a reasonable time after notice of the institution of such settlement. No action; or (iv) the indemnifying party shallshall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (a) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentindemnified party, it is advisable for the Agent indemnified party to be represented by separate counsel, the Agent indemnified party shall have the right to employ a single separate counsel (in addition to local counsel) to represent the Agentindemnified party in such action, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnified party or parties unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel, (ii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such indemnified party or parties shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party, or any of them, in conducting the defense of any such action, (v) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them, in any of which events such fees and expenses shall be borne by the indemnifying party or indemnifying parties and shall be paid as incurred. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and each of their respective affiliates (as such term is defined in Rule 405), directors and officers and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its affiliates (as such term is defined in Rule 405), directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act and Section 20 of the Exchange Act, and that all such fees and expenses shall be reimbursed to the Agent indemnified party as incurred (in accordance with the provisions of incurred; provided, however, that if indemnity may be sought pursuant to the second paragraph in of subsection (a) above). The , in respect to such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the QIU in its capacity as such and its affiliates (as such term is defined in Rule 405), directors and officers and each person if any, who control such QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act. In the case of any such separate firm for the Underwriters and such affiliates, directors, officers and control persons of any Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company and such affiliates, directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the QIU in its capacity as such and such affiliates, directors, officers and control persons of the QIU, such firm shall be designated in writing by the QIU. An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, into and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agentyour reasonable judgment, it is advisable for the Agent indemnified parties to be represented as a group by separate counsel, the Agent you shall have the right to employ a single counsel (in addition to local counsel) to represent the Agentindemnified parties as may be subject to liability arising from any claim in respect of which indemnity may be sought by the indemnified parties under subsection (a) above, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified parties as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed) effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (aSubsection 8(A) or (bB) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a single claim for indemnification under Subsection 8(B) or the Placement Agent in the case of a claim for indemnification under Subsection 8(A) or (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal material defenses available to represent it which are different from or additional to those available to the Agentindemnifying party; provided, however, that the indemnifying party shall not, in which event connection with any one such action or separate but substantially similar or related actions 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 at any time for all such indemnified parties, and the reasonable and documented expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent indemnified parties as incurred (in accordance with the provisions of the second paragraph in subsection (aSubsection 8(A) or 8(B) above, as applicable). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “Indemnified Party”) in respect of which indemnity may be sought against the Company or the Placement Agents (as applicable, the “Indemnifying Party”) pursuant to subsections (a) or (b) above, respectively, of this Section 6, such Indemnified Party shall promptly notify such Indemnifying Party in writing of the institution of such Proceeding and such Indemnifying Party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party) and payment of all fees and expenses; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which such Indemnifying Party may have to any Indemnified Party or otherwise, except to the extent the Indemnifying Party has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have to an indemnified party Indemnified Party otherwise than under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureabove. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal The Indemnified Party or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent parties shall have the right to employ a single its or their own counsel to represent in any such case, but the Agent, in which event the reasonable fees and expenses of such separate counsel shall be at the expense of such Indemnified Party or parties unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Proceeding, (ii) the Indemnifying Party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or (iii) such Indemnified Party or parties shall have reasonably concluded upon written advice of counsel that there may be one or more legal defenses available to it or them which are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party or parties, but such Indemnifying Party or parties may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by the indemnifying party or parties such Indemnifying Party and reimbursed to the Agent paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in accordance with addition to any local counsel) in any one Proceeding or series of related Proceedings in the provisions of same jurisdiction representing the second paragraph in subsection (a) aboveIndemnified Parties who are parties to such Proceeding). The indemnifying party under this Section 5 An Indemnifying Party shall not be liable for any settlement of any proceeding Proceeding effected without its written consentconsent but, but if settled with its written consent, such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify and hold harmless the indemnified party Indemnified Party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgmentsettlement. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Party shall have requested an indemnifying party Indemnifying Party to reimburse the indemnified party Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this Section 56(c), then the indemnifying party Indemnifying Party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party Indemnifying Party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party Indemnifying Party shall not have fully reimbursed the indemnified party Indemnified Party in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Party shall have given the Indemnifying Party at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified partysuch Indemnified Party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentative, it is advisable for the Agent Underwriters to be represented by separate counsel, the Agent Representative shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentative and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement, consent to judgment or other compromise relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failurefailure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the AgentRepresentatives, it is advisable for the Agent Underwriters to be represented as a group by separate counsel, the Agent Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the AgentRepresentatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Agent Underwriters as incurred (in accordance with the provisions of the second paragraph in subsection (a) above)incurred. The An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 5 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be liable for unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding effected without its written consent, but if settled with unless such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the settlement includes an unconditional release of such indemnified party against any loss, claim, damage, for all liability or expense by reason on claims that are the subject matter of such settlement proceeding and does not include a statement as to, or judgmentan admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by pursuant to this Section 56(c), the such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “Indemnified Party”) in respect of which indemnity may be sought against the Company or the Underwriters (as applicable, the “Indemnifying Party”) pursuant to subsections (a) or (b) above, respectively, of this Section 9, such Indemnified Party shall promptly notify such Indemnifying Party in writing of the institution of such Proceeding and such Indemnifying Party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all fees and expenses; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which such Indemnifying Party may have to any Indemnified Party or otherwise, except to the extent the Indemnifying Party has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have to an indemnified party Indemnified Party otherwise than under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureabove. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal The Indemnified Party or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent parties shall have the right to employ a single its or their own counsel to represent in any such case, but the Agent, in which event the reasonable fees and expenses of such separate counsel shall be at the expense of such Indemnified Party or parties unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Proceeding, (ii) the Indemnifying Party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or (iii) such Indemnified Party or parties shall have reasonably concluded upon written advice of counsel that there may be one or more legal defenses available to it or them which are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party or parties, but such Indemnifying Party or parties may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by the indemnifying party or parties such Indemnifying Party and reimbursed to the Agent paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in accordance with addition to any local counsel) in any one Proceeding or series of related Proceedings in the provisions of same jurisdiction representing the second paragraph in subsection (a) aboveIndemnified Parties who are parties to such Proceeding). The indemnifying party under this Section 5 An Indemnifying Party shall not be liable for any settlement of any proceeding Proceeding effected without its written consentconsent but, but if settled with its written consent, such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify and hold harmless the indemnified party Indemnified Party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgmentsettlement. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Party shall have requested an indemnifying party Indemnifying Party to reimburse the indemnified party Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this Section 59(c), then the indemnifying party Indemnifying Party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party Indemnifying Party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party Indemnifying Party shall not have fully reimbursed the indemnified party Indemnified Party in accordance with such request prior to the date of such settlementsettlement and (iii) such Indemnified Party shall have given the Indemnifying Party at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified partyIndemnified Party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified partysuch Indemnified Party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection In case any proceeding (aincluding any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or (b) above of notice of the commencement of any action8(b), such person (the “indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, party”) shall promptly notify the person against whom such indemnification may be sought (the “indemnifying party party”) in writing of writing; provided that the commencement thereof; but the omission so failure to notify the indemnifying party shall not relieve it from any liability that it may have under Section 8(a) or 8(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to any an indemnified party except to the extent such indemnifying party has been materially prejudiced by such failureotherwise than under Section 8(a) or 8(b) above. In case If any such action proceeding shall be brought or asserted against any an indemnified party, party and it shall notify have notified the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to such the indemnified party (who shall not, without the consent of the indemnified party, be counsel to the indemnifying party) to represent the indemnified party and after notice from any others entitled to indemnification pursuant to this Section 8 that the indemnifying party may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party of unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party’s election so ; or (iv) the named parties to assume any such proceeding (including any impleaded parties) include both the defense thereof, indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party shall not be liable to such indemnified party under such subsection for not, in respect of the legal expenses of any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, any proceeding or related proceedings in the sole judgment of the Agentsame jurisdiction, it is advisable be liable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate counsel firm shall be borne designated in writing by the indemnifying party Managers, the Forward Purchasers or the Forward Sellers, in the case of parties indemnified pursuant to Section 8(a), and reimbursed by the Company and the Operating Partnership, in the case of parties indemnified pursuant to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) aboveSection 8(b). The indemnifying party under this Section 5 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 agrees to indemnify the indemnified party from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 5paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request, request and (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry settlement of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement (ax) includes an unconditional release of such indemnified party party, in form and substance reasonably satisfactory to such indemnifying party, from all liability on claims that are the subject matter of such action, suit or proceeding and (by) does not include a any statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Notice and Procedures. Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under party”) in respect of which indemnity may be sought against the Company or the Placement Agents (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b) above ), respectively, of notice of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve the such indemnifying party from any liability that it which such indemnifying party may have to any indemnified party or otherwise, except to the extent such the indemnifying party has been materially prejudiced does not otherwise learn of the Proceeding and such failure results in the forfeiture by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of substantial rights or defenses. The indemnified party or parties shall have the commencement thereofright to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party shall be entitled not have, within a reasonable period of time in light of the circumstances, employed counsel to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to defend such indemnified party, and after notice from the indemnifying party to Proceeding or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties with respect to such defenses), in any of which events such reasonable fees and expenses with respect to such defenses shall be borne by such indemnifying party’s election so to assume the defense thereofparty and paid as incurred (it being understood, the however, that such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counsel, the Agent shall have the right to employ a single counsel to represent the Agent, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Proceeding). An indemnifying party or parties and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding Proceeding effected without its written consentconsent but, but if settled with such its written consent or if there be a final judgment for the plaintiff, the such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 56(c), then the indemnifying party agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlementsettlement all amounts with respect to which the indemnifying party does not dispute in good faith and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding Proceeding and (b) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party.

Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) of this Section 7 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability that it may have obligations to any indemnified party except to other than the extent such indemnifying party has been materially prejudiced by such failureindemnification obligation provided in paragraph (a) or (b) of this Section 7. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party (including local counsel) of the indemnifying party’s election so choice at the indemnifying party’s expense to assume represent the defense thereof, indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparties except as set forth below); provided, however, that if, such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in the sole judgment of the Agent, it is advisable for the Agent to be represented by separate counselan action, the Agent indemnified party shall have the right to employ a single separate counsel to represent (including local counsel), and the Agent, in which event indemnifying party shall bear the reasonable fees fees, costs and expenses of such separate counsel shall be borne if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or parties potential defendants in, or targets of, any such action include both the indemnified party and reimbursed to the Agent as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). The indemnifying party under this Section 5 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 agrees to indemnify and the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party reasonably concluded that there may be legal defenses available to reimburse the it and/or other indemnified party for fees and expenses of counsel as contemplated by this Section 5, parties that are different from or additional to those available to the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and party; (iii) such the indemnifying party shall not have reimbursed employed counsel satisfactory to the indemnified party in accordance with such request prior to represent the date indemnified party within a reasonable time after notice of the institution of such settlement. No action; or (iv) the indemnifying party shallshall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partyparties, effect any settlement, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action, suit or proceeding in respect of which any indemnified party is indemnification or could have been a party and indemnity was or could have been contribution may be sought hereunder by (whether or not the indemnified parties are actual or potential parties to such indemnified party, claim or action) unless such settlement, compromise or consent (a) includes an unconditional release of such each indemnified party from all liability on claims that are the subject matter arising out of such claim, action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding.