Common use of Notice of Claims, etc Clause in Contracts

Notice of Claims, etc. Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

Notice of Claims, etc. Promptly after receipt by any indemnified a person seeking indemnification pursuant to this Section 12.5 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 12.5 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it the Indemnifying Party from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter liabilities with respect to such Claim or judgment or contain any admission of such proceedingwrongdoing.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under subSection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subSection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.43.6, notify such indemnified person shall notify indemnifying party and the indemnifying person underwriter in writing of such claim or of the commencement of such action, action or proceeding; but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (except 3.6(a) or 3.6(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to the extent that give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or party from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, unless in the reasonable opinion of outside counsel to the indemnified personparty a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the such indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party in connection with the defense thereof; provided, however, thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that if there exists may be defenses available to it which are different from or shall exist a conflict of interest that would make it inappropriatein addition to the defenses available to such indemnifying party, in the opinion of counsel to which event the indemnified person, party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the same counsel expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together for each indemnified party with appropriate local counsel) respect to such claim. The indemnifying party will not be subject to any liability for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedmade without its consent, however, that such which consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect compromise or consent to entry of any judgment or enter into any settlement of agreement with respect to any pending action or threatened proceeding in respect of which any indemnification is sought under Section 3.6(a) or (b) (whether or not the indemnified person party is an actual or could have been a potential party and indemnification could have been sought hereunder by such indemnified personthereto), unless such compromise, consent or settlement includes includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the indemnified party of a release of such indemnified person from all liability on claims that are the subject matter in respect of such proceedingclaim or litigation and does not subject the indemnified party to any material injunctive relief or other material equitable remedy.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an "ACTION") involving a claim referred to in respect of which indemnity Sections 9(a) and 9(b) hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; PROVIDED, but HOWEVER, that the omission failure of any indemnified party to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 9(a) or 9(b) hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such Action notifies an indemnified personindemnifying party of the commencement thereof, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personparty. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (A) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(B) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof, or (C) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (A), (B) or (C) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all selected by a majority in interest of the indemnified partiesparties (measured by reference to their ownership of Registrable Securities) shall be borne by the indemnifying party. In no event If, in any case, the indemnified party employs separate counsel, the indemnifying party shall any not have the right to direct the defense of such action on behalf of the indemnified party. Anything in this Section 9(c) to the contrary notwithstanding, an indemnifying person party shall not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the case of an action exclusively seeking monetary relief shall not unreasonably be withheld or delayed) or if there be a final judgment adverse to the indemnified party, the indemnifying person shall have approved party agrees to indemnify the terms indemnified party from and against any loss or liability by reason of such settlement; provided, however, that such consent shall not be unreasonably withheldsettlement or judgment. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. (a) Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in Sections 5.1 or 5.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in the reasonable judgment of counsel for such indemnified party, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish and at any time, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such the indemnified person party in connection with the defense thereofthereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriatethe indemnified party may, in the opinion of at its own expense, retain separate counsel to the indemnified person, for the same counsel to represent both the indemnified person and participate in such defense (b) No indemnifying person or any Affiliate or associate thereof, the indemnified person party shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt receipt, by any an indemnified person ---------------------- party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in the preceding subsections (a) and (b), such indemnified party shall, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under the preceding paragraphs of this Section 3.4 (9.8, except to the extent that the indemnifying party is prejudiced by such omission materially and adversely affects failure. The indemnified party shall be entitled to receive the indemnification payments described herein after providing such written notice to the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the indemnifying person party shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; provided, however, that if there exists . Each indemnified party shall furnish such information regarding itself or shall exist a conflict of interest that would make it inappropriate, the claim in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person question as an indemnifying party may reasonably request in writing and such indemnifying person or any Affiliate or associate thereof, the indemnified person as shall be entitled to retain its own counsel at reasonably required in connection with the expense defense of such claim and litigation resulting therefrom. No indemnifying person; provided, however, that no indemnifying person party shall be responsible liable for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such consent which shall not be unreasonably withheld, delayed or conditioned. No indemnifying person shall, without the prior written consent Consent of the indemnified person, effect any settlement party shall be required for the entry of any pending judgment or threatened proceeding in respect of which any indemnified person is to enter into a settlement only when such judgment or could have been a party and indemnification could have been sought hereunder settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any indemnified person a party seeking indemnification pursuant to this Section 5.6 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 5.6 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 2.5, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such actionaction or proceeding; PROVIDED, but HOWEVER, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will of its obligations under the preceding subsections of this Section 2.5, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve it the indemnifying party from any liability which it may have to any the indemnified party under this Section 3.4 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.42.5. Subject to the provisions hereinafter stated, in In case any such action shall be or proceeding is brought against an indemnified personparty, the indemnifying person party shall be entitled to participate therein, therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified personparty; PROVIDED, HOWEVER, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party which are different from or in addition to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, and PROVIDED, FURTHER, that the indemnifying party or parties shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, such the indemnifying person party shall not be liable to such indemnified person party for any legal expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict thereof other than reasonable costs of interest that would make it inappropriate, investigation (unless the first proviso in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person preceding sentence shall be entitled to retain its own counsel at the expense of such applicable). No indemnifying person; provided, however, that no indemnifying person party shall be responsible liable for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheldor proceeding effected without its written consent. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect any settlement consent to entry of any pending judgment or threatened proceeding in respect of enter into any settlement, which any indemnified person is does not include as an unconditional term thereof the giving by the claimant or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. (a) Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in Sections 4.1 or 4.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided,however, but that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in the reasonable judgment of counsel for such indemnified party, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish and at any time, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such the indemnified person party in connection with the defense thereofthereof other than reasonable costs related to the indemnified party’s cooperation with the indemnifying party; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriatethe indemnified party may, in the opinion of at its own expense, retain separate counsel to the indemnified person, for the same counsel to represent both the indemnified person and participate in such defense. (b) No indemnifying person or any Affiliate or associate thereof, the indemnified person party shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any indemnified person a Person seeking indemnification pursuant to this Section 3.6 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 3.6 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party (other than that the Indemnified Party is entitled to be indemnified by the Indemnifying Party), or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter liabilities with respect to such Claim or judgment or contain any admission of such proceedingwrongdoing.

Notice of Claims, etc. Promptly after receipt In the event that any of the indemnified parties under Sections 3(d)(i) or 3(d)(ii) (each, an "Indemnified Party") is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any indemnified person of a notice of a claim third party for the liability or the beginning of any action in respect costs or expenses of which indemnity is are Losses (any such third party action or proceeding being referred to be sought against an indemnifying person pursuant as a "Claim"), the Indemnified Party shall give the party hereto obligated to this Section 3.4, indemnify such indemnified person Indemnified Party (the "Indemnifying Party") prompt notice thereof. The failure to give such notice shall notify the indemnifying person in writing of not affect any Indemnified Party's ability to seek reimbursement unless such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (except to the extent that such omission failure has materially and adversely affects affected the indemnifying partyIndemnifying Party's ability to defend such action) or from any liability otherwise than under this Section 3.4successfully a Claim. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person The Indemnifying Party shall be entitled to participate therein, and, contest and defend such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the extent that it shall elect by written Indemnified Party within 20 business days after the Indemnified Party's notice delivered of such Claim (but, in all events, at least five business days prior to the indemnified party promptly after receiving date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the aforesaid notice from such indemnified party, Indemnifying Party. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless the Indemnified Party reasonably determines that the Indemnifying Party, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, to assume the participate in such contest and defense thereof, with counsel reasonably satisfactory and to such indemnified person. After notice from the indemnifying person to such indemnified person be represented by attorneys of its election to assume or their own choosing, provided that the defense thereof, such indemnifying person Indemnifying Party shall not be liable required to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for bear the fees and expenses of more than counsel to all Indemnified Parties in any one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of action or any action unless arising out of the indemnifying person shall have approved same registration statement. If the terms Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in the conduct of such settlement; provideddefense. Neither the Indemnified Party nor the Indemnifying Party may concede, howeversettle or compromise any Claim without the consent of the other party, that such consent shall which consents will not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

Notice of Claims, etc. Promptly after receipt by If any indemnified person of a notice of a suit, action, proceeding (including any governmental or regulatory investigation), claim or the beginning of demand shall be brought or asserted against any action Person in respect of which indemnity is to may be sought against an indemnifying person pursuant to this Section 3.4paragraph (a) or (b) above, such indemnified person Person (the “Indemnified Party”), shall promptly notify the indemnifying person Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of such claim or of the commencement of such action, thereof (but the omission failure to so notify the indemnifying party will an Indemnifying Party shall not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (6, except to the extent that such omission the Indemnifying Party is materially prejudiced by the failure to give notice), and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to Indemnifying Party, upon request of the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partyIndemnified Party, shall be entitled to assume the defense thereof, with retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such indemnified person. After notice from action, suit, proceeding, claim or demand and shall pay the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal reasonable fees and expenses subsequently actually incurred by such indemnified person in connection with counsel related to such proceeding. Notwithstanding the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriateforegoing, in any such proceeding, any Indemnified Party shall have the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnifying person; providedIndemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that either (x) 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 such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume nor direct the defense of such action on behalf of such Indemnified Party, it being understood, however, that no indemnifying person the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be responsible liable for the fees and expenses of more than one separate counsel firm of attorneys (together with appropriate in addition to any local counsel) ), for all indemnified partiessuch Indemnified Parties, and any such separate firm for the Indemnifying Party, the directors, the officers and such control Persons of the Indemnified Party as shall be designated in writing by the Indemnifying Party). In no event The Indemnifying Party shall any indemnifying person not be liable in respect of for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedproceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No indemnifying person Indemnifying Party shall, without the prior written consent of the indemnified personIndemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person Indemnified Party is or could have been a party and indemnification indemnity could have been sought hereunder by such indemnified personIndemnified Party, unless such settlement includes an unconditional release of such indemnified person Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 6, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (6, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party's expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in respect the defense of any amounts paid in such claim or litigation, consent to the entry of a judgment or enter into a settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any party only if such judgment or settlement contains a general release of any pending or threatened proceeding the indemnified party in respect of which any indemnified person is such claims or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any indemnified person of a Any Person entitled to indemnification hereunder will (i) give prompt written notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from of any liability claim with respect to which it may have seeks indemnification (provided that the failure to any indemnified party under this Section 3.4 (give such notice shall not limit the rights of such Person, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such actionparty is actually prejudiced thereby) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, and (ii) unless in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, shall be entitled permit such indemnifying party to assume the defense thereof, of such claim with counsel reasonably satisfactory to such the indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereofparty; provided, however, that if there exists or any person entitled to indemnification hereunder shall exist a conflict of interest that would make it inappropriate, have the right to employ separate counsel and to participate in the opinion defense of such claim, but the fees and expenses of such counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such Person unless (A) the indemnifying person; providedparty has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person. If such defense is not assumed by the indemnifying party as permitted hereunder, howeverthe indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, that no such indemnifying person party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) the indemnified party otherwise consents in writing, which consent shall not be responsible for unreasonably withheld or delayed. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all parties indemnified parties. In no event shall any by such indemnifying person be liable party with respect to such claim, unless in respect the reasonable judgment of any amounts paid in settlement indemnified party, a conflict of any action unless the indemnifying person shall have approved the terms of interest may exist between such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release any other of such indemnified person from all liability on claims that are parties with respect to such claim, in which event the subject matter indemnifying party shall be obligated to pay the reasonable fees and disbursements of such proceedingadditional counsel or counsels.

Notice of Claims, etc. Promptly Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by such Indemnified Party has actual knowledge of any indemnified person claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of a notice of a any such claim or any litigation resulting therefrom; provided, that counsel for the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4Indemnifying Party, such indemnified person who shall notify conduct the indemnifying person in writing defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of the commencement of such action, but the omission any Indemnified Party to so notify the indemnifying party will give notice as provided herein shall not relieve it from any liability which it may have to any indemnified party the Indemnifying Party of its obligations under this Section 3.4 (6 except to the extent that the Indemnifying Party is actually prejudiced by such omission materially and adversely affects the indemnifying failure to give notice. The Indemnified Party may participate in such defense at such party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereofexpense; provided, however, that the Indemnifying Party shall pay such expense if there exists representation of such Indemnified Party by the counsel retained by the Indemnifying Party would in the reasonable judgment of the Indemnified Party be inappropriate due to actual or shall exist a conflict potential conflicts of interest that would make it inappropriate, between the Indemnified Party and any other party represented by such counsel in the opinion of counsel such proceeding. Notwithstanding anything to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofcontrary contained herein, the indemnified person shall Indemnifying Party will not be entitled obligated to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all parties indemnified partiesby the Indemnifying Party with respect to such claim. In no event shall No Indemnifying Party, in the defense of any indemnifying person be liable such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as a term thereof the giving by the claimant or plaintiff to such Indemnified Party of a general release from all liability in respect of any amounts paid in settlement such claim or litigation, and no Indemnified Party shall consent to entry of any action unless the indemnifying person shall have approved the terms of judgment or settle such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, claim or litigation without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingIndemnifying Party.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an Action ) involving a claim referred to in respect of which indemnity Sections 2(f)(i) and 2(f)(ii) hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 2(f)(i) or 2(f)(ii) hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such indemnified party notifies an indemnified personindemnifying party of the commencement there of, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personparty. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (A) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(B) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof, or (C) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (A), (B) or (C) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all the indemnified partiesparty shall be borne by the indemnifying party. In no event If, in any case, the indemnified party employs separate counsel, the indemnifying party shall any not have the right to direct the defense of such action on behalf of the indemnified party. Anything in this Section 2(f)(iii) to the contrary notwithstanding, an indemnifying person party shall not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the indemnifying person shall have approved the terms case of such settlement; provided, however, that such consent an action exclusively seeking monetary relief shall not unreasonably be unreasonably withheld. No indemnifying person shallwithheld or delayed), without but if settled with the prior written consent of the indemnifying party, or if there be a final judgment adverse to the indemnified personparty, effect the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any indemnified a person seeking indemnification pursuant to this Section 8.5 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 8.5 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it the Indemnifying Party from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter liabilities with respect to such Claim or judgment or contain any admission of such proceedingwrongdoing.

Notice of Claims, etc. Promptly after receipt by any indemnified person of a Any Person entitled to indemnification hereunder will (i) give prompt written notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from of any liability claim with respect to which it may have seeks indemnification (provided that the failure to any indemnified party under this Section 3.4 (give such notice shall not limit the rights of such Person except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is materially prejudiced thereby) and (ii) unless such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from has been advised by counsel that a conflict of interest between such indemnified partyand indemnifying parties may exist with respect to such claim, shall be entitled permit such indemnifying party to assume the defense thereof, of such claim with counsel reasonably satisfactory to such the indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereofparty; provided, however, that if any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person, (C) the named parties to any such action or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel in writing that there exists or shall exist is a conflict of interest that would make it inappropriate, in on the opinion part of counsel employed by the indemnifying party to represent such indemnified party or (D) the indemnified party's counsel shall have advised the indemnified party that there are defenses available to the indemnified person, for party that are different from or in addition to those available to the same counsel indemnifying party and that the indemnifying party is not able to represent both assert on behalf of or in the name of the indemnified person and party (in which case of either (C) or (D), if such indemnified party notifies the indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled party in writing that it elects to retain its own employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such indemnified party but shall have the right to participate through its own counsel). If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying person; providedparty shall not settle or otherwise compromise the applicable claim without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), howeverunless the settlement involves only the payment of money by the indemnifying party, that no provides for a full and unconditional release of the indemnified party and does not include a statement as to, or any admission of, fault, culpability or a failure to act by, or on behalf of, the indemnified party. An indemnifying person shall party who is not entitled to, or elects not to, assume the defense of a claim will not be responsible for obligated to pay the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all parties indemnified parties. In no event shall by such indemnifying party with respect to such claim, unless any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person indemnified party shall have approved the terms been advised by counsel in writing that a conflict of interest exists between such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release any other of such indemnified person from all liability on claims that are parties with respect to such claim, in which event the subject matter indemnifying party shall be obligated to pay the reasonable fees and disbursements of such proceedingadditional counsel or counsels.

Notice of Claims, etc. Promptly after receipt by any indemnified person a party seeking indemnification pursuant to this Section 22 eithet the Company Identified Person or the Representative Indemnified Person (each being referred to herein as an "INDEMNIFIED PARTY") of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 22 is being sought (the indemnifying person in writing of such claim or "INDEMNIFYING PARTY") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any indemnified person Person entitled to indemnity under Section 7.1 or 7.2 hereof (an “Indemnitee”) of a notice of a claim or the beginning commencement of any action or proceeding (an “Action”) involving a claim referred to in respect of which indemnity such Sections, such Indemnitee shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such actionAction; provided, but however, that the omission failure of any Indemnitee to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 7.1 or 7.2 hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against an indemnified personany Indemnitee, and such Indemnitee notifies the indemnifying person party of the commencement thereof, each indemnifying party shall be entitled to participate therein, therein and, to the extent that it shall elect elects to do so by written notice delivered to the indemnified party Indemnitee promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personIndemnitee. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person Indemnitee shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying personparty, (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; providedit being understood, however, that no the indemnifying person party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of the same general allegations or circumstances, be responsible liable for the fees and expenses of more than one separate counsel firm of attorneys (together with appropriate local counsel) at any time for all indemnified partiesIndemnitees hereunder, or for fees and expenses that are not reasonable. In no event Anything in this Section 7.3 to the contrary notwithstanding, an indemnifying party shall any indemnifying person not be liable in respect of any amounts paid in for the settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such effected without its prior written consent (which consent shall not unreasonably be unreasonably withheld. No indemnifying person shallwithheld or delayed), without but if settled with the prior written consent of the indemnified personindemnifying party, effect or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement of or compromise, with respect to any pending or threatened proceeding action or claim in respect of which any indemnified person the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such action or could have been claim), which (i) does not include as a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an term thereof the unconditional release of such indemnified person the Indemnitee from all liability on claims that are the subject matter in respect of such proceedingaction or claim or (ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after ---------------------- receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an "Action") involving a claim referred to in respect of which indemnity Sections 4(f)(i) and 4(f)(ii) hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give -------- ------- said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 4(f)(i) or 4(f)(ii) hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such Action notifies an indemnified personindemnifying party of the commencement thereof, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably reason- ably satisfactory to such indemnified personparty. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (A) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(B) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof, or (C) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If either of the events specified in clauses (A), (B) or (C) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all selected by a majority in interest of the indemnified partiesparties (measured by reference to their ownership of Registrable Securities) shall be borne by the indemnifying party. In no event If, in any case, the indemnified party employs separate counsel, the indemnifying party shall any not have the right to direct the defense of such action on behalf of the indemnified party. Anything in this Section 4(f)(iii) to the contrary notwithstanding, an indemnifying person party shall not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the case of an action exclusively seeking monetary relief shall not unreasonably be withheld or delayed) or if there be a final judgment adverse to the indemnified party, the indemnifying person shall have approved party agrees to indemnify the terms indemnified party from and against any loss or liability by reason of such settlement; provided, however, that such consent shall not be unreasonably withheldsettlement or judgment. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any indemnified a person seeking indemnification pursuant to this Section 7(f) (an “Indemnified Person”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Person promptly shall notify the person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 7(f) is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Person, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Person are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Person shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Person if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Person shall reasonably have concluded that representation of the Indemnified Person by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Person, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Person that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Person within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Person employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Person. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Person (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Person shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter liabilities with respect to such Claim or judgment or contain any admission of such proceedingwrongdoing.

Notice of Claims, etc. Promptly after receipt by any an indemnified person ---------------------- party under subsection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.43.6, notify such indemnified person shall notify indemnifying party and the indemnifying person underwriter in writing of such claim or of the commencement of such action, action or proceeding; but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (except 3.6(a) or 3.6(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to the extent that give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or party from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, unless in the reasonable opinion of outside counsel to the indemnified personparty a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the such indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party in connection with the defense thereof; provided, however, thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that if there exists may be defenses available to it which are different from or shall exist a conflict of interest that would make it inappropriatein addition to the defenses available to such indemnifying party, in the opinion of counsel to which event the indemnified person, party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the same counsel expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together for each indemnified party with appropriate local counsel) respect to such claim. The indemnifying party will not be subject to any liability for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedmade without its consent, however, that such which consent shall not be unreasonably withheldwithheld or delayed. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect compromise or consent to entry of any judgment or enter into any settlement of agreement with respect to any pending action or threatened proceeding in respect of which any indemnification is sought under Section 3.6(a) or (b) (whether or not the indemnified person party is an actual or could have been a potential party and indemnification could have been sought hereunder by such indemnified personthereto), unless such compromise, consent or settlement includes an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release of such indemnified person from all liability on claims that are the subject matter in respect of such proceedingclaim or litigation and does not subject the indemnified party to any injunctive relief or other equitable remedy.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under this Article V of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such any action, but the omission suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Article V, such indemnified party shall deliver to so notify the indemnifying party will a written notice of the commencement thereof. The failure to deliver written notice to the indemnifying party shall not relieve it from such indemnifying party of any liability which it may have to any the indemnified party under this Section 3.4 Article V. Any fees and expenses incurred by the indemnified party (except to the extent that such omission materially including any fees and adversely affects the indemnifying party's ability expenses incurred in connection with investigating or preparing to defend such actionaction or proceeding) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered paid to the indemnified party, as incurred, within thirty days of written notice thereof to the indemnifying party promptly after receiving the aforesaid notice from (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified partyparty shall have the right to employ separate counsel in any such action, shall be entitled claim or proceeding, and to assume participate in the defense thereof, with but the fees and expenses of such counsel reasonably satisfactory to shall be the expenses of such indemnified person. After notice from party unless (a) the indemnifying person party shall have failed to such indemnified person of its election to promptly assume the defense thereofof such action, claim or proceeding, or (b) the named parties to any such indemnifying person shall not be liable to action, claim or proceeding (including any impleaded parties) include both such indemnified person for any legal expenses subsequently incurred by party and the indemnifying party, and such indemnified person 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 in connection with addition to those available to the defense thereof; provided, however, indemnifying party and that if there exists or shall exist the assertion of such defenses would create a conflict of interest such that would make it inappropriate, in counsel employed by the opinion of counsel to indemnifying party could not represent the indemnified personparty (in which case, for if such indemnified party notifies the same counsel indemnifying party in writing that it elects to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such indemnifying personaction, claim or proceeding on behalf of such indemnified party; providedit being understood, however, that no the indemnifying person party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible liable for the reasonable fees and expenses of more than one separate counsel firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless the indemnified party shall have been advised by its counsel that a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding such that the counsel could not represent the indemnified party and any other of such indemnified parties, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). In no event No indemnifying party shall any indemnifying person be liable in respect of to an indemnified party for any amounts paid in settlement of any action unless action, proceeding or claim without the written consent of the indemnifying person shall have approved the terms of such settlement; providedparty, however, that such which consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under this Article V of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Article V, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if and to the extent materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article V but the omission to so notify shall not relieve the indemnifying party will not relieve it from of any liability which that it may have to any indemnified party under otherwise than pursuant to this Section 3.4 Article V. Any fees and expenses incurred by the indemnified party (except including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the extent that such omission materially and adversely affects indemnified party, as incurred (as evidenced by reasonably itemized invoices submitted to the indemnifying party's ability ), within 30 days of written notice thereof to defend the indemnifying party. Any such indemnified party shall have the right to employ separate counsel in any such action) , claim or from any liability otherwise than under this Section 3.4. Subject proceeding, and to participate in the provisions hereinafter stateddefense thereof, in case any but the fees and expenses of such action counsel shall be brought against an borne and paid for by such indemnified person, party unless (a) the indemnifying person party shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party have failed promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofof such action, claim or proceeding with counsel reasonably satisfactory to the indemnified party, or (b) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified person. After notice from party and the indemnifying person to party, and such indemnified person 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 in addition to those available to the indemnifying party and that the assertion of its election to assume the defense thereof, such indemnifying person shall not defenses would either be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists compromised or shall exist create a conflict of interest such that would make it inappropriate, in counsel employed by the opinion of counsel to indemnifying party could not represent the indemnified personparty (in which case, for if such indemnified party notifies the same counsel indemnifying party in writing that it elects to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such indemnifying personaction, claim or proceeding on behalf of such indemnified party; providedit being understood, however, that no the indemnifying person party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible liable for the reasonable fees and expenses of more than one separate counsel firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless the indemnified party shall have been advised by its counsel that a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding such that the counsel could not represent the indemnified party and any other of such indemnified parties, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). In no event No indemnifying party shall any indemnifying person be liable in respect of to an indemnified party for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedaction, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, proceeding or claim without the prior written consent of the indemnified personindemnifying party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingconsent shall not be unreasonably withheld.

Notice of Claims, etc. (a) Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in sections 6.1 or 6.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in the reasonable judgment of counsel for such indemnified party, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish and at any time, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such the indemnified person party in connection with the defense thereof; thereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party provided, however, that (i) if there exists or shall exist the indemnifying party fails to assume the defense of such claim after a conflict of interest that would make it inappropriate, in reasonable time the opinion of indemnified party may retain counsel to defend such claim and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party, (ii) the indemnified personparty may, for the same at its own expense, retain separate counsel to represent both participate in such defense, (iii) the indemnified person and such indemnifying person or any Affiliate or associate thereof, party shall have the indemnified person shall be entitled right to retain its own employ separate counsel at the expense of the indemnifying party and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such indemnified party, a material conflict or potential material conflict exists between the indemnified party and the indemnifying person; providedparty that would make such separate representation advisable, however, except that in no event shall the indemnifying person shall party be responsible for the required to pay fees and expenses of under this section 6 for more than one separate counsel firm of attorneys in any one legal action or group of related legal actions. (together with appropriate local counselb) for all indemnified parties. In no event No indemnifying party shall any indemnifying person be liable in respect of for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in the preceding Sections 7.8(a) and (b), such indemnified party shall, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, promptly give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under the preceding paragraphs of this Section 3.4 (7.8, except to the extent that the indemnifying party is prejudiced by such omission materially and adversely affects failure. The indemnified party shall be entitled to receive the indemnification payments described herein after providing such written notice to the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the indemnifying person party shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the . The indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person party shall be entitled to retain its own separate counsel at to the expense extent contemplated in Sections 7.8(a) and 7.8(b). Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. No indemnifying person; provided, however, that no indemnifying person party shall be responsible liable for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such consent which shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending delayed or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified personconditioned, unless such indemnifying party shall not have satisfied its current reimbursement obligations hereunder within 30 days after the initial written request by the indemnified party therefor. Notwithstanding the previous sentence, the indemnifying party shall not be liable for any settlement includes unless the indemnifying party receives an unconditional release of such indemnified person from all liability on claims that are the subject matter of such action, suit or proceeding. Consent of the indemnified party shall be required for the entry of any judgment or to enter into a settlement only when such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation or if such judgment or settlement includes an admission of fault by the indemnified party.

Notice of Claims, etc. Promptly after receipt by any indemnified person a Person seeking indemnification pursuant to this Section 11 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 11 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter liabilities with respect to such Claim or judgment or contain any admission of such proceedingwrongdoing.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 5, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure or delay of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (5, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) failure or from any liability otherwise than under this Section 3.4delay. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after written notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party's expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any and all legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in respect the defense of any amounts paid in such claim or litigation, consent to the entry of a judgment or enter into a settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any party only if (i) such judgment or settlement contains a general release of any pending or threatened proceeding the indemnified party in respect of which any such claims or litigation and (ii) such release is in form and substance reasonably satisfactory to the indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingparty.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under this Section 4.7 of a notice of the threat or commencement of any action, such indemnified party will, if a claim or the beginning of any action in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant to party under this Section 3.44.7, such indemnified person shall promptly notify the indemnifying person party in writing of such claim or of the commencement of such actionthereof, but the omission to so notify the indemnifying party will not relieve it from any liability which that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 3.4 (except 4.7 to the extent that it is not prejudiced as a result of such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnified personindemnifying party, the indemnifying person shall party will be entitled to participate thereinin, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partymay wish, shall be entitled jointly with all other indemnifying parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personparty; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there is likely to be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there are likely to be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying person party to such indemnified person party of its election to assume the defense thereofof such action and approval by the indemnified party of counsel, such the indemnifying person shall party will not be liable to such indemnified person party under this Section 4.7 for any legal or other expenses subsequently incurred by such indemnified person party in connection with the defense thereof; providedthereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that if there exists or the indemnifying party shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, not be liable for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel (together with appropriate local counsel) for all reasonably satisfactory to the indemnified partiesparty to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases, the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event The indemnifying party shall any indemnifying person not be liable in respect of for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior its written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingconsent.

Notice of Claims, etc. Promptly after receipt by any an --------------------- indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in sections 3.1 or 3.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give -------- ------- notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; providedthereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party, however, that if there exists or shall exist unless in such indemnified party's reasonable judgment a conflict of interest that would make it inappropriate, in the opinion of counsel to the between such indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any indemnified person a party seeking indemnification pursuant to this Section 4 (an "Indemnified Party") of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 4 is being sought (the indemnifying person in writing of such claim or "Indemnifying Party") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any indemnified person a party ---------------------- seeking indemnification pursuant to this Section 6 (an "Indemnified Party") of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 6 is being sought (the indemnifying person in writing of such claim or "Indemnifying Party") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially and adversely affects the indemnifying party's ability to defend such action) or from failure. In connection with any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personClaim, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, (i) potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party and which can not be presented by counsel to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnifying Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party hereunder of a written notice of a claim or the beginning commencement of any action in or proceeding with respect of to which indemnity is to a claim for indemnification may be sought against an indemnifying person made pursuant to this Section 3.410, such indemnified person shall notify party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 10, except to the extent the indemnifying party is prejudiced thereby. In case any such claim or action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate thereinin and, andjointly with any other indemnifying party similarly notified, to assume the defense thereof, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; provided, however, that if there exists or shall exist unless in such indemnified party's reasonable judgment a conflict of interest that would make it inappropriate, between such indemnified and indemnifying parties arises in respect of such claim after the opinion assumption of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified person shall party of a release from all liability in respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be entitled obligated to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all parties indemnified parties. In no event shall any by an indemnifying person be liable party with respect to such claim, unless in respect the reasonable judgment of any amounts paid in settlement indemnified party a conflict of any action unless the indemnifying person shall have approved the terms of interest exists between such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release any other of such indemnified person from all liability on claims that are parties with respect to such claim, in which event the subject matter indemnifying party shall be obligated to pay the fees and expenses of such proceedingadditional counsel or counsels.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an "Action") involving a claim referred to in respect of which indemnity Sections 4(d)(i) and 4(d)(ii) hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 4(d)(i) or 4(d)(ii) hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such indemnified party notifies an indemnified personindemnifying party of the commencement thereof, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personparty. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (A) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(B) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof, or (C) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (A), (B) or (C) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all selected by a majority in interest of the indemnified partiesparties (measured by reference to their ownership of Registrable Securities) shall be borne by the indemnifying party. In no event If, in any case, the indemnified party employs separate counsel, the indemnifying party shall any not have the right to direct the defense of such action on behalf of the indemnified party. Anything in this Section 4(d)(iii) to the contrary notwithstanding, an indemnifying person party shall not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the case of an action exclusively seeking monetary relief shall not unreasonably be withheld or delayed) or if there be a final judgment adverse to the indemnified party, the indemnifying person shall have approved party agrees to indemnify the terms indemnified party from and against any loss or liability by reason of such settlement; provided, however, that such consent shall not be unreasonably withheldsettlement or judgment. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement that does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an "Action") involving a claim referred to in respect of which indemnity Sections 7.1 and 7.2 hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such actionAction; provided, but however, that the omission failure of any indemnified party to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 7.1 or 7.2 hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such indemnified party notifies an indemnified person14 18 indemnifying party of the commencement thereof, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personparty. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof or (iii) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all the indemnified partiesparty shall be borne by the indemnifying party. In no event Anything in this Section 7.3 to the contrary notwithstanding, an indemnifying party shall any indemnifying person not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the indemnifying person shall have approved the terms case of such settlement; provided, however, that such consent an action exclusively seeking monetary relief shall not unreasonably be unreasonably withheld. No indemnifying person shallwithheld or delayed), without but if settled with the prior written consent of the indemnifying party, or if there be a final judgment adverse to the indemnified personparty, effect the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under subsection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.43.6, notify such indemnified person shall notify the indemnifying person party in writing of such claim or of the commencement of such action, action or proceeding; but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (3.6(a) or 3.6(b) hereof except to the extent that the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or party from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, unless in the reasonable opinion of outside counsel to the indemnified personparty a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the such indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel selected by the indemnifying party and reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party in connection with the defense thereofthereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the reasonable fees and expenses of its counsel; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in under no circumstances will the opinion of counsel indemnifying party be obligated to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified partiespersons in any jurisdiction). In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless If the indemnifying person shall have approved party is not entitled to, or elects not to, assume the terms defense of such settlement; provideda claim, howeverit will not be obligated to pay the fees and expenses of more than one counsel for all indemnified parties in any jurisdiction. The indemnifying party will not be subject to any liability for any settlement made without its prior written consent, that such which consent shall not be unreasonably withheldwithheld or delayed. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect compromise or consent to entry of any judgment or enter into any settlement of agreement with respect to any pending action or threatened proceeding in respect of which any indemnification is sought under Section 3.6(a) or (b) (whether or not the indemnified person party is an actual or could have been a potential party and indemnification could have been sought hereunder by such indemnified personthereto), unless such compromise, consent or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release of such indemnified person from all liability on claims that are the subject matter in respect of such proceedingclaim or litigation and does not subject the indemnified party to any injunctive relief or other equitable remedy.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 6, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (6, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in respect the defense of any amounts paid in such claim or litigation, consent to the entry of a judgment or enter into a settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any party only if such judgment or settlement contains a general release of any pending or threatened proceeding the indemnified party in respect of which any indemnified person is such claims or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party --------------------- of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in sections 4.1 or 4.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but -------- however, that the omission failure of any indemnified party to so notify give notice as provided ------- herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; providedthereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party, however, that if there exists or shall exist unless in such indemnified party's reasonable judgment a conflict of interest that would make it inappropriate, in the opinion of counsel to the between such indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding affected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of with respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under subsection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.43.6, notify such indemnified person shall notify indemnifying party and the indemnifying person underwriter in writing of such claim or of the commencement of such action, action or proceeding; but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (except 3.6(a) or 3.6(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to the extent that give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or party from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, unless in the reasonable opinion of outside counsel to the indemnified personparty a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying person such indem nifying party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party in connection with the defense thereof; provided, however, thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that if there exists may be defenses available to it which are different from or shall exist a conflict of interest that would make it inappropriatein addition to the defenses available to such indemnifying party, in the opinion of counsel to which event the indemnified person, party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the same counsel expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together for each indemnified party with appropriate local counsel) respect to such claim. The indemnifying party will not be subject to any liability for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedmade without its consent, however, that such which consent shall not be unreasonably withheldwithheld or delayed. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect compromise or consent to entry of any judgment or enter into any settlement of agreement with respect to any pending action or threatened proceeding in respect of which any indemnification is sought under Section 3.6(a) or (b) (whether or not the indemnified person party is an actual or could have been a potential party and indemnification could have been sought hereunder by such indemnified personthereto), unless such compromise, consent or settlement includes an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release of such indemnified person from all liability on claims that are the subject matter in respect of such proceedingclaim or litigation and does not subject the indemnified party to any injunctive relief or other equitable remedy.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under subsection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.42.6, notify such indemnified person shall notify the indemnifying person party in writing of such claim or of the commencement of such action, action or proceeding; but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (except 2.6(a) or 2.6(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to the extent that give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or party from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, unless in the reasonable opinion of outside counsel to the indemnified personparty a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the such indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party in connection with the defense thereof; provided, however, thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that if there exists may be defenses available to it which are different from or shall exist a conflict of interest that would make it inappropriatein addition to the defenses available to such indemnifying party, in the opinion of counsel to which event the indemnified person, party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the same counsel expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together for each indemnified party with appropriate local counsel) respect to such claim. The indemnifying party will not be subject to any liability for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedmade without its consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending withheld or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingdelayed.

Notice of Claims, etc. Promptly after receipt by any --------------------- an indemnified person party under this Article V of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Article V, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if and to the extent materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article V but the omission to so notify shall not relieve the indemnifying party will not relieve it from of any liability which that it may have to any indemnified party under otherwise than pursuant to this Section 3.4 Article V. Any fees and expenses incurred by the indemnified party (except including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the extent that such omission materially and adversely affects indemnified party, as incurred (as evidenced by reasonably itemized invoices submitted to the indemnifying party's ability ), within 30 days of written notice thereof to defend the indemnifying party. Any such indemnified party shall have the right to employ separate counsel in any such action) , claim or from any liability otherwise than under this Section 3.4. Subject proceeding, and to participate in the provisions hereinafter stateddefense thereof, in case any but the fees and expenses of such action counsel shall be brought against an borne and paid for by such indemnified person, party unless (a) the indemnifying person party shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party have failed promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofof such action, claim or proceeding with counsel reasonably satisfactory to the indemnified party, or (b) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified person. After notice from party and the indemnifying person to party, and such indemnified person 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 in addition to those available to the indemnifying party and that the assertion of its election to assume the defense thereof, such indemnifying person shall not defenses would either be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists compromised or shall exist create a conflict of interest such that would make it inappropriate, in counsel employed by the opinion of counsel to indemnifying party could not represent the indemnified personparty (in which case, for if such indemnified party notifies the same counsel indemnifying party in writing that it elects to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such indemnifying personaction, claim or proceeding on behalf of such indemnified party; providedit being understood, however, that no the indemnifying person party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible liable for the reasonable fees and expenses of more than one separate counsel firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless the indemnified party shall have been advised by its counsel that a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding such that the counsel could not represent the indemnified party and any other of such indemnified parties, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). In no event No indemnifying party shall any indemnifying person be liable in respect of to an indemnified party for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedaction, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, proceeding or claim without the prior written consent of the indemnified personindemnifying party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingconsent shall not be unreasonably withheld.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 3, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (3, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following proviso) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereofparty; provided, however, that the indemnifying party will pay the reasonable fees and expenses of counsel for the indemnified party if there exists or shall exist a conflict representation of interest that such indemnified party by counsel retained by the indemnifying party would make it inappropriatebe, in the opinion of counsel to the indemnified personindemnifying party, for the same counsel inappropriate due to represent both actual or potential conflict of interests between the indemnified person party and such the indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personparty; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in respect the defense of any amounts paid in such claim or litigation, consent to the entry of a judgment or enter into a settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any party only if such judgment or settlement contains a general release of any pending or threatened proceeding the indemnified party in respect of which any indemnified person is such claims or could have been litigation and involves only a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release payment of such indemnified person from all liability on claims that are the subject matter of such proceedingmonetary damages.

Notice of Claims, etc. Promptly after receipt by any indemnified person a party seeking indemnification pursuant to this Section 6 (an "INDEMNIFIED PARTY") of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 6 is being sought (the indemnifying person in writing of such claim or "INDEMNIFYING PARTY") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses HFNY2: #520846 v2/05466-0001 / 01/16/2001 available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any indemnified person an Indemnified Party of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 7 is being sought (the indemnifying person in writing of such claim or "Indemnifying Party") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it Indemnifying Party from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially omission. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses; (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the legal counsel to the Indemnifying Party would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party; or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate legal counsel (together with appropriate local counsel) for all indemnified partiesthe Indemnified Party. In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (except to 7 of notice of the extent that commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than indemnified party may make a claim under this Section 3.4. Subject 7, such indemnified party shall deliver to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, indemnifying party a written notice of the commencement thereof and the indemnifying person party shall be entitled have the right to participate thereinin, and, to the extent that it shall elect by written notice delivered to the indemnified indemnifying party promptly after receiving the aforesaid notice from such indemnified partyso desires, shall be entitled jointly with any other indemnifying party similarly noticed, to assume the defense thereof, thereof with counsel mutually reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereofparties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party shall not relieve the indemnifying party of its obligations under this Section 7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within 30 days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the fees and expenses of such indemnified party unless (a) the indemnifying party has agreed to pay such fees and expenses, (b) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (c) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there exists may be one or shall exist more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that would make it inappropriate, in counsel employed by the opinion of counsel to indemnifying party could not faithfully represent the indemnified personparty (in which case, for if such indemnified party notifies the same counsel indemnifying party in writing that it elects to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such indemnifying person; providedaction, claim or proceeding on behalf of such indemnified party, it being understood, however, that no the indemnifying person party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible liable for the reasonable fees and expenses of more than one separate counsel firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. In no , unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person party shall have approved be obligated to pay the terms fees and expenses of such settlement; provided, however, that such consent shall not be unreasonably withheldadditional counsel or counsels). No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect not to be unreasonably withheld, consent to entry of judgment or enter into any settlement of any pending action, proceeding or threatened proceeding in respect of claim, which any indemnified person is does not include as an unconditional term thereof, the giving by the claimant or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any indemnified person a Person seeking indemnification pursuant to this Section 6.1.4 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 6.1.4 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter liabilities with respect to such Claim or judgment or contain any admission of such proceedingwrongdoing.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 5, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (5, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence, plus one local counsel in each relevant jurisdiction if necessary. In no event shall If, within thirty (30) days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the investigation and defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the indemnified party only if such judgment or settlement contains an unconditional release of the indemnified party in respect of any amounts paid in settlement such claims or litigation, contains no admission of culpability and involves only the payment of monetary damages, which such indemnifying party is able to pay. No indemnified party will consent to entry of any action unless the indemnifying person shall have approved the terms of judgment or settle such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, claim or litigation without the prior written consent of the indemnifying party, which may not be unreasonably withheld. The indemnified person, effect party shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The indemnification required by this Section 5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or indemnified losses, claims, damages or liabilities are incurred. The indemnity agreements contained herein shall be in addition to (i) any pending cause of action or threatened proceeding in respect similar right of which the indemnified party against the indemnifying party or others, and (ii) any indemnified person is or could have been a liabilities the indemnifying party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are may be subject to pursuant to the subject matter of such proceedinglaw.

Notice of Claims, etc. Promptly after receipt by any indemnified person a party seeking indemnification pursuant to this Section 6 (an "INDEMNIFIED PARTY") of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 6 is being sought (the indemnifying person in writing of such claim or "INDEMNIFYING PARTY") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x) , (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnifying Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 6, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (6, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence, plus one local counsel in each relevant jurisdiction if necessary. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the investigation and defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the indemnified party only if such judgment or settlement contains a general release of the indemnified party in respect of any amounts paid in settlement such claims or litigation, contains no admission of culpability and involves only the payment of monetary damages, which such indemnifying party is able to pay. No indemnified party will consent to entry of any action unless the indemnifying person shall have approved the terms of judgment or settle such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, claim or litigation without the prior written consent of the indemnified personindemnifying party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingmay not be unreasonably withheld.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party --------------------- of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in sections 4.1 or 4.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; providedthereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party, however, that if there exists or shall exist unless in such indemnified party's reasonable judgment a conflict of interest that would make it inappropriate, in the opinion of counsel to the between such indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any indemnified person a Person seeking indemnification pursuant to this Section 4.6 (an “Indemnified Party”) of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify 4.6 is being sought (the indemnifying person in writing of such claim or “Indemnifying Party”) of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party (other than that the Indemnified Party is entitled to be indemnified by the Indemnifying Party), or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to such indemnified person. After the Indemnified Party within a reasonable period of time after notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement commencement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.such

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an "Action") involving a claim referred to in respect of which indemnity Sections 4(d)(i) and 4(d)(ii) hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under this Section 3.4 (Sections 4(d)(i) or 4(d)(ii) hereof, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such Action notifies an indemnified personindemnifying party of the commencement thereof, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified personparty. After notice from Notwithstanding the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (A) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(B) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof, or (C) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If either of the events specified in clauses (A), (B) or (C) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all selected by a majority in interest of the indemnified partiesparties (measured by reference to their ownership of Registrable Securities) shall be borne by the indemnifying party. In no event If, in any case, the indemnified party employs separate counsel, the indemnifying party shall any not have the right to direct the defense of such action on behalf of the indemnified party. Anything in this Section 4(d)(iii) to the contrary notwithstanding, an indemnifying person party shall not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the case of an action exclusively seeking monetary relief shall not unreasonably be withheld or delayed) or if there be a final judgment adverse to the indemnified party, the indemnifying person shall have approved party agrees to indemnify the terms indemnified party from and against any loss or liability by reason of such settlement; provided, however, that such consent shall not be unreasonably withheldsettlement or judgment. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 6, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (6, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall Indemnifying party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party's expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in respect the defense of any amounts paid in such claim or litigation, consent to the entry of a judgment or enter into a settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any party only if such judgment or settlement contains a general release of any pending or threatened proceeding the indemnified party in respect of which any indemnified person is such claims or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding (an "ACTION") involving a claim referred to in respect of which indemnity Sections 7.1 and 7.2 hereof, such indemnified party shall, if indemnification is to be sought against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such actionAction; provided, but however, that the omission failure of any indemnified party to so notify give said notice shall not relieve the indemnifying party will not relieve it from any liability which it of its obligations under Sections 7.1 or 7.2 hereof, as the case may have to any indemnified party under this Section 3.4 (be, except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend party is actually and materially prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be an Action is brought against any indemnified party, and such indemnified party notifies an indemnified personindemnifying party of the commencement thereof, the indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified partynotice, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereofparty (who shall not, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection except with the defense thereof; providedconsent of the indemnified party, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of be counsel to the indemnified person, for indemnifying party). Notwithstanding the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereofforegoing, the indemnified person party shall be entitled have the right to retain employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying person; providedparty, however(ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof or (iii) such indemnified party reasonably shall have concluded that no there may be defenses available to it which are different from or additional to those available to the indemnifying person party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be responsible for applicable, then the fees and expenses of more than one separate counsel (together with appropriate local or firm of counsel) for all the indemnified partiesparty shall be borne by the indemnifying party. In no event Anything in this Section 7.3 to the contrary notwithstanding, an indemnifying party shall any indemnifying person not be liable in respect of any amounts paid in for the settlement of any action unless effected without its prior written consent (which consent in the indemnifying person shall have approved the terms case of such settlement; provided, however, that such consent an action exclusively seeking monetary relief shall not unreasonably be unreasonably withheld. No indemnifying person shallwithheld or delayed), without but if settled with the prior written consent of the indemnifying party, or if there be a final judgment adverse to the indemnified personparty, effect the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of any pending or threatened proceeding the indemnified party from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder litigation or which, notwithstanding such unconditional release, constitutes an admission of fault or liability by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingparty.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 5, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (5, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a conflict potential conflicts of interest that would make it inappropriate, in the opinion of counsel to between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate counsel law firm (together with appropriate other than any required local counsel) as counsel for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the indemnified party only if such judgment or settlement contains a general release of the indemnified party in respect of any amounts paid in settlement such claim or litigation and involves only the payment of monetary damages, which such indemnifying party is able to pay. No indemnified party will consent to entry of any action unless the indemnifying person shall have approved the terms of judgment or settle such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, claim or litigation without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of indemnifying party (which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingconsent shall not be unreasonably withheld).

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under this Article V of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such any action, but the omission suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Article V, such indemnified party shall deliver to so notify the indemnifying party will a written notice of the commencement thereof. The failure to deliver written notice to the indemnifying party shall not relieve it from such indemnifying party of any liability which it may have to any the indemnified party under this Section 3.4 Article V. Any fees and expenses incurred by the indemnified party (except to the extent that such omission materially including any fees and adversely affects the indemnifying party's ability expenses incurred in connection with investigating or preparing to defend such actionaction or proceeding) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered paid to the indemnified party, as incurred, within thirty days of written notice thereof to the indemnifying party promptly after receiving the aforesaid notice from (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified partyparty shall have the right to employ separate counsel in any such action, shall be entitled claim or proceeding, and to assume participate in the defense thereof, with but the fees and expenses of such counsel reasonably satisfactory to shall be the expenses of such indemnified person. After notice from party unless (a) the indemnifying person party shall have failed to such indemnified person of its election to promptly assume the defense thereofof such action, claim or proceeding, or (b) the named parties to any such indemnifying person shall not be liable to action, claim or proceeding (including any impleaded parties) include both such indemnified person for any legal expenses subsequently incurred by party and the indemnifying party, and such indemnified person 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 in connection with addition to those available to the defense thereof; provided, however, indemnifying party and that if there exists or shall exist the assertion of such defenses would create a conflict of interest such that would make it inappropriate, in counsel employed by the opinion of counsel to indemnifying party could not represent the indemnified personparty (in which case, for if such indemnified party notifies the same counsel indemnifying party in writing that it elects to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such indemnifying personaction, claim or proceeding on behalf of such indemnified party; providedit being understood, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person party shall have approved not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.same

Notice of Claims, etc. Promptly after receipt by any indemnified person a party seeking indemnification pursuant to this SECTION 6 (an "INDEMNIFIED PARTY") of a written notice of a claim any investigation, claim, proceeding or the beginning of any other action in respect of which indemnity indemnification is to be being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against an indemnifying person whom indemnification pursuant to this Section 3.4, such indemnified person shall notify SECTION 6 is being sought (the indemnifying person in writing of such claim or "INDEMNIFYING PARTY") of the commencement of such action, thereof; but the omission to so notify the indemnifying party will Indemnifying Party shall not relieve it from any liability which that it otherwise may have to any indemnified party under this Section 3.4 (the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission materially failure. In connection with any Claim as to which both the Indemnifying Party and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified personIndemnified Party are parties, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, with the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such indemnified personClaim. After notice from If the indemnifying person to Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such indemnified person of its election to assume legal counsel shall be borne exclusively by the defense thereofIndemnified Party. Except as provided above, such indemnifying person the Indemnifying Party shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person not, in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, any Claim in the opinion of counsel to the indemnified personsame jurisdiction, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate firm of counsel for the Indemnified Party (together with appropriate local counsel) for all indemnified parties). In no event The Indemnified Party shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shallnot, without the prior written consent of the indemnified personIndemnifying Party (which consent shall not unreasonably be withheld), effect settle or compromise any settlement Claim or consent to the entry of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes judgment that does not include an unconditional release of such indemnified person the Indemnifying Party from all liability on claims that are the subject matter of liabilities with respect to such proceedingClaim or judgment.

Notice of Claims, etc. (a) Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in Sections 5.1 or 5.2, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 3.4 (of its indemnity obligations, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in the reasonable judgment of counsel for such indemnified party, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish and at any time, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such the indemnified person party in connection with the defense thereofthereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriatethe indemnified party may, in the opinion of at its own expense, retain separate counsel to the indemnified person, for the same counsel to represent both the indemnified person and participate in such defense. (b) No indemnifying person or any Affiliate or associate thereof, the indemnified person party shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible liable for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending that does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under subsection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.42.07, notify such indemnified person shall notify the indemnifying person party in writing of such claim or of the commencement of such action, action or proceeding; but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (except 2.07(a) or 2.07(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to the extent that give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or party from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnified personindemnifying party of the commencement thereof, the such indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party, in connection with the defense thereof; provided, however, thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that if there exists may be defenses available to it which are different from or shall exist a conflict of interest that would make it inappropriatein addition to the defenses available to such indemnifying party, in the opinion of counsel to which event the indemnified person, party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the same counsel expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together with appropriate in addition to local counsel) for all each indemnified partiesparty with respect to such claim. In no event shall The indemnifying party will not be subject to any indemnifying person be liable in respect of liability for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedmade without its consent, however, that such which consent shall not be unreasonably withheldwithheld or delayed. No indemnifying person shall, without the prior written party will consent to entry of the indemnified person, effect any judgment or enter into any settlement agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of any pending or threatened proceeding a release from all liability in respect of which any indemnified person is such claim or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 7, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 3.47. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at its expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a potential conflict of interest that would make it inappropriate, in the opinion of counsel to interests between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate law firm as counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable parties and one law firm as local counsel in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheldeach applicable jurisdiction pursuant to this sentence. No indemnifying person party shall, without the prior written consent of the indemnified personparty, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which any the indemnified person party is or could have been a party and indemnification indemnity could have been sought hereunder by such indemnified personparty, unless such judgment or settlement includes an unconditional release of such indemnified person party from all liability on claims that are the subject matter arising out of such claim or proceeding.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 5, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an any indemnifying person pursuant party, give written notice to this Section 3.4, each such indemnified person shall notify the indemnifying person in writing of such claim or party of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify the indemnifying party give such notice will not relieve it from any liability which it may have to any indemnified such indemnifying party of its obligations under this Section 3.4 (5, except to the extent that such omission indemnifying party is materially and adversely affects the indemnifying party's ability to defend prejudiced by such action) or from any liability otherwise than under this Section 3.4failure. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the each indemnifying person shall party will be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and (subject to the following sentence) after notice from the an indemnifying person party to such indemnified person party of its election to assume the defense thereof, such indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof. The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party will pay such expense if there exists representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or shall exist a conflict potential conflicts of interest that would make it inappropriate, in the opinion of counsel to between the indemnified person, for the same party and any other party represented by such counsel to represent both the indemnified person and in such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying personproceeding; provided, howeverfurther, that in no event will the indemnifying person shall party be responsible for required to pay the fees and expenses of more than one separate counsel law firm (together with appropriate other than any required local counsel) as counsel for all indemnified partiesparties pursuant to this sentence. In no event shall If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying person be liable party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the indemnified party only if such judgment or settlement contains a general release of the indemnified party in respect of any amounts paid in settlement such claim or litigation and involves only the payment of monetary damages, which such indemnifying party is able to pay. No indemnified party will consent to entry of any action unless the indemnifying person shall have approved the terms of judgment or settle such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, claim or litigation without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of indemnifying party (which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedingconsent shall not be unreasonably withheld).

Notice of Claims, etc. Promptly after receipt by any an --------------------- indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in clause (i) or (ii) of this paragraph (b), such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify -------- ------- give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under the preceding clauses of this Section 3.4 paragraph (b), except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, the indemnifying person shall party will be entitled to participate thereinin and to assume the defense of such action, and, jointly with any other indemnifying party to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person shall party will not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, the defendants in the opinion of counsel to the indemnified person, for the same counsel to represent any such action include both the indemnified person party and such the indemnifying person party and the indemnified party shall have reasonably concluded that there may be defenses available to it and/or other indemnified parties which are different from or any Affiliate or associate thereofadditional to those available to the indemnifying party, the indemnified person party or parties shall be entitled have the right to retain its own select separate counsel at to assume such legal defenses and to otherwise participate in the expense defense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for action on behalf of the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified party or parties. In no event shall No indemnifying party will consent to entry of any indemnifying person be liable judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending claim or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceedinglitigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party of a notice of a claim or the beginning commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 2.7, such indemnified party will, if a claim in respect of which indemnity thereof is to be sought made against an indemnifying person pursuant party, immediately give written notice to this Section 3.4, such indemnified person shall notify the indemnifying person in writing of such claim or latter of the commencement of such action; provided, but however, that the omission failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party of its obligations under the preceding paragraphs of this Section 3.4 (2.7, except to the extent that such omission materially and adversely affects the indemnifying party's ability party is actually prejudiced by such failure to defend such action) or from any liability otherwise than under this Section 3.4give notice. Subject to the provisions hereinafter stated, in In case any such action shall be is brought against an indemnified personparty, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying person party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereofmay wish, with counsel reasonably satisfactory to such indemnified person. After party, and after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such the indemnifying person party shall not be liable to such indemnified person party for any legal or other expenses subsequently incurred by such indemnified person the latter in connection with the defense thereof; providedthereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party, however, that if there exists or shall exist unless in such indemnified party's reasonable judgment a conflict of interest that would make it inappropriate, in the opinion of counsel to the between such indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedor proceeding effected without its written consent, however, that such which consent shall not be unreasonably withheld. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect consent to entry of any judgment or enter into any settlement of any pending which does not include as an unconditional term thereof the giving by the claimant or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by plaintiff to such indemnified person, unless such settlement includes an unconditional party of a release of such indemnified person from all liability on claims that are the subject matter of in respect to such proceedingclaim or litigation.

Notice of Claims, etc. Promptly after receipt by any an indemnified person party under subsection (a) or (b) above of a written notice of a claim or the beginning commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified parry shall, without regard to whether a claim in respect of which indemnity thereof is to be sought made against an indemnifying person parry pursuant to the indemnification provisions of, or as contemplated by, this Section 3.43.6, notify such indemnified person shall notify indemnifying party and the indemnifying person underwriter in writing of such claim or of the commencement of such actionaction or proceeding, but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any indemnified party under this in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.4 (except 3.6(a) or 3.6(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to the extent that give such notice, and in no event shall such omission materially and adversely affects relieve the indemnifying party's ability to defend such action) or parry from any other liability otherwise than under this Section 3.4it may have to such indemnified party. Subject to the provisions hereinafter stated, in In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, unless in the reasonable opinion of outside counsel to the indemnified personparty a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the such indemnifying person party shall be entitled to participate therein, therein and, to the extent that it shall elect by written notice delivered to the indemnified determine, jointly with any other indemnifying party promptly after receiving the aforesaid notice from such indemnified partysimilarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After party, and, after notice from the indemnifying person party to such indemnified person party of its election so to assume the defense thereof, such indemnifying person party shall not be liable to such indemnified person party for any legal or any other expenses subsequently incurred by such indemnified person party in connection with the defense thereof; provided, however, thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that if there exists may be defenses available to it which are different from or shall exist a conflict of interest that would make it inappropriatein addition to the defenses available to such indemnifying party, in the opinion of counsel to which event the indemnified person, party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the same counsel expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for pay the fees and expenses of more than one separate counsel (together for each indemnified party with appropriate local counsel) respect to such claim. The indemnifying party will not be subject to any liability for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; providedmade without its consent, however, that such which consent shall not be unreasonably withheldwithheld or delayed. No indemnifying person party shall, without the prior written consent of the indemnified personparty, effect compromise or consent to entry of any judgment or enter into any settlement of agreement with respect to any pending action or threatened proceeding in respect of which any indemnification is sought under Section 3.6(a) or (b) (whether or not the indemnified person party is an actual or could have been a potential party and indemnification could have been sought hereunder by such indemnified personthereto), unless such compromise, consent or settlement includes an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release of such indemnified person from all liability on claims that are the subject matter in respect of such proceedingclaim or litigation and does not subject the indemnified party to any injunctive relief or other equitable remedy.