Common use of Notification and Defense of Claims Clause in Contracts

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any

Notification and Defense of Claims. (a) Promptly after The failure by the receipt by Indemnitee of notice of to timely notify the commencement Company of any Proceedingaction, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee will, if a claim in respect thereof is to be made against the Company seeks or may seek indemnification or advancement of expenses under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will shall not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement hereunder unless, and then only to the extent that, the Company did not otherwise learn of such omission action, suit, proceeding or claim and such failure results in insufficient time being available to permit forfeiture by the Company of substantial defenses, rights or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreementinsurance coverage. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (iiin the defense of any action, suit or proceeding referred to in Section 2(a) Except as otherwise provided below, or 2(b) or any claim referred to the extent it in Section 3 for which Indemnitee seeks or may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, with counsel of its own selection reasonably satisfactory to the Indemnitee. After notice from ; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee of its election so to assume would present such counsel with an actual or potential conflict, (b) the defense thereofnamed parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company will and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for anyany amounts paid in settlement of any threatened or pending action, suit, proceeding or claim without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit, proceeding or claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such action, suit, proceeding or claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; providedPROVIDED, howeverHOWEVER, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (1) the employment of separate counsel by Indemnitee has been authorized by the Company;

Notification and Defense of Claims. (a) Notice Promptly after the receipt by Indemnitee of notice of the commencement of any ProceedingClaim, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement of such Proceedingthereof; provided, however, that but the omission so to so notify the Company will not only relieve the Company (i) from any liability which of the obligations that it may have has to Indemnitee under this Agreement unless(i) if, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel has been materially prejudiced by Indemnitee’s failure to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on so notify the Company's ability to promptly deal with such loss, claim, damage, liability or expense or and (ii) from any liability which as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may have to Indemnitee otherwise than under this Agreementreasonably require and as shall be within Indemnitee’s power. (b) The following provisions shall apply with Defense With respect to any such Proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof: (i) The , the Company shall will be entitled to participate therein in the Claim at its own expense. (ii) Except expense and except as otherwise provided below, to the extent the Company so wishes, it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, thereof with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofof any Claim, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Claim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) above or under the circumstances provided for in (iii) and (iv) above.

Notification and Defense of Claims. (a) Promptly after If Indemnitee receives notice, otherwise than from the receipt by Company or the Partnership, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of notice of the commencement of any Proceedingwhich Indemnitee intends to seek indemnification hereunder, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, must promptly notify the Company and the Partnership in writing of the commencement nature and, to Indemnitee's knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such Proceeding; provideda notice, howeverbut Indemnitee fails to do so, that the omission to so notify the Company failure will not relieve the Company (i) from any liability which it or the Partnership from, or otherwise affect, the obligations the Company or the Partnership may have to indemnify Indemnitee (1) under this Agreement unlessAgreement, unless the Company and then only the Partnership can establish that the failure has resulted in actual material prejudice to the extent that, such omission results in insufficient time being available to permit Company and the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense Partnership or (ii2) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with Except as this Section 4(b) otherwise provides below, in the case of any Proceeding in respect to any such Proceeding as to of which Indemnitee notifies the Company of the commencement thereofseeks indemnification hereunder: (i1) The Company shall the Company, the Partnership and any Related Enterprise that also will be obligated to indemnify Indemnitee in respect of that Proceeding will be entitled to participate therein at its own expense.expense in that Proceeding; (ii2) Except as otherwise provided below, to the extent it may elect to do soCompany, the Company (jointly with Partnership or that Related Enterprise, or any other indemnifying party similarly notified) of them, will be entitled to assume the defense thereofof all Claims (other than (i) Company Claims, if any, and (ii) other Claims, if any, as to which Indemnitee shall reasonably reach the conclusion described in clause (C) of the next sentence), in that Proceeding against Indemnitee, with counsel of its own selection reasonably satisfactory to Indemnitee. After , by prompt written notice from of that election to Indemnitee; and (3) if clause (2) above entitles the Company to Indemnitee of its election so Company, the Partnership or that Related Enterprise to assume the defense thereofof any of those Claims and it delivers to Indemnitee notice of that assumption under clause (2), the Company and the Partnership will not be liable to Indemnitee under this Agreement hereunder for anyany fees or expenses of legal counsel for Indemnitee which Indemnitee incurs with respect to such Claims after Indemnitee receives that notice. Indemnitee will have the right to employ Indemnitee's own legal counsel in that Proceeding, but, after the assumption of the defense thereof as clause (3) of the preceding sentence provides, will bear the fees and expenses of that counsel unless: (A) the Company or the Partnership has authorized Indemnitee in writing to retain that counsel; (B) the Company or the Partnership shall not actually have assumed the defense and employed counsel satisfactory to Indemnitee to assume the defense of those Claims; or (C) Indemnitee shall have (i) reasonably concluded either that (a) a conflict of interest may exist between Indemnitee, on the one hand, and the Company, the Partnership or a Related Enterprise, on the other hand, as to the defense of one or more of those Claims or (b) Indemnitee may have defenses to one or more of those Claims in addition to or different than the defenses available to the Company and the Partnership and (ii) communicated that conclusion to the Company and the Partnership in writing, in which cases the Company and the Partnership will continue to be liable to Indemnitee hereunder for fees and expenses of legal counsel for Indemnitee. (c) The Company and the Partnership will not be obligated hereunder to, or to cause another Partnership Entity to, indemnify Indemnitee against or hold Indemnitee harmless from and in respect of any amounts paid, or agreed to be paid, by Indemnitee in settlement of any Claim against Indemnitee which Indemnitee effects without the Company's or the Partnership's prior written consent. The Company and the Partnership will not settle any Claim against Indemnitee in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's prior written consent. Neither the Company, the Partnership nor Indemnitee will unreasonably delay or withhold consent to any such settlement the other party proposes to effect.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company in writing as soon as practicable of any Claim arising out of, relating to, or resulting from an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the commencement nature of, and the facts underlying, and amount of monetary damages sought in connection with, such Proceeding; provided, however, that the omission Claim. The failure by Indemnitee to so timely notify the Company will hereunder shall not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unlesshereunder, and then only except to the extent thatof any final, such omission results non-appealable, award in insufficient time being available respect of a Claim for which Indemnitee’s failure to permit provide the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or timely notice deprived the Company of a reasonable opportunity to participate at its expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreementin the defense of such Claim. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided belowin the defense of any Claim arising out of, to the extent it may elect to do sorelating to, the Company (jointly with any other indemnifying party similarly notified) will be entitled or resulting from an Indemnifiable Event, or to assume the defense thereof, with counsel of its own selection chosen by the Company and reasonably satisfactory to Indemnitee. After notice from ; provided that, if Xxxxxxxxxx believes, after consultation with counsel selected by Xxxxxxxxxx, that in the event that (a) the use of the counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of its election so to assume interest, (b) the defense thereof, named parties in any such Claim (including any impleaded parties) include the Company will or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel selected by Indemnitee, that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company or any Subsidiary of the Company, or (c) representation of Indemnitee by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel reasonably satisfactory to the Company (but not more than one law firm, plus, if applicable, one local counsel in any given jurisdiction in respect of any particular Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for anyany Indemnifiable Amounts comprised of amounts paid in settlement of any Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim arising out of, relating to, or resulting from an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement involves solely the payment of money (payment of which Indemnitee has no liability) and includes a complete and unconditional release of Indemnitee from all liability for all Claims arising out of, relating to, or resulting from, or based on the same underlying facts, events and circumstances that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition, or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide for such complete and unconditional release of Indemnitee.

Notification and Defense of Claims. (a) Promptly after the receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Secretary of the Company in writing of the commencement of such Proceedingthereof; provided, however, that but the omission to so notify the Secretary of the Company will not relieve the Company (i) from any liability which that it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. Notwithstanding any other provision of this Agreement. (b) The following provisions shall apply , with respect to any such Proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (ia) The Company shall will be entitled to participate therein at its own expense. (iib) Except as otherwise provided belowin this Section 13(b), to the extent that it may elect to do sowish, the Company (Company, jointly with any other indemnifying party similarly notified) will , shall be entitled to assume the defense thereof, thereof with counsel of its own selection reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its the Company's election to so to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement for anyany legal or other Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee's own counsel in such Proceeding, but the fees and Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action and such determination by the Indemnitee shall be supported by an opinion of counsel provided to the Company, which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed counsel to assume the defense of the action within a reasonable time after the Company has provided notice to the Indemnitee of the Company’s election to assume the defense of such action, in each of which cases the Expenses of such counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached the conclusion provided for in clause (ii) above. (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action, suit or proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability and does not impose any future restriction or limitation on Indemnitee. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to comply with such policies including, without limitation, to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; providedPROVIDED, howeverHOWEVER, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; providedPROVIDED, howeverHOWEVER, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany -4-

Notification and Defense of Claims. (a) Promptly after the receipt by the Indemnitee of notice of the commencement of any ProceedingAction, the Indemnitee will, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement of such Proceeding; provided, however, that the omission thereof. The failure by Indemnitee to so notify the Company will not relieve the Company (i) from any liability which it may have to the Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit failure actually and material prejudices the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on interests of the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with With respect to any such Proceeding Action to which the Indemnitee is or was a party by reason of the Indemnitee’s Corporate Status and as to which the Indemnitee so notifies the Company of Company, the commencement thereof: (i) The Company shall be entitled to participate therein in the defense at its own expense. (ii) Except as otherwise provided below, to the extent it sole expense or may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel except for any such Action asserted by or in the right of its own selection reasonably satisfactory the Company (as to which Indemnitee shall be entitled to exclusively control the defense). The Company’s participation in the defense of any Action of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee. ’s right to control the defense of such Action. (c) After notice from the Company to the Indemnitee of its election so to assume the defense thereofof any Action to which the Indemnitee is or was a party by reason of the Indemnitee’s Corporate Status, the Company will not be liable to the Indemnitee under this Agreement for anyany legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than such expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Action or other action undertaken by Indemnitee at the request of the Company or with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitee shall have the right to employ separate counsel in such Action, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) counsel designated by the Company to conduct such defense shall not be reasonably satisfactory to the Indemnitee, or (iii) the Company shall not have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Action) shall be at the sole expense of the Company. For the purposes of clause (ii) above, the Indemnitee shall be entitled to determine that counsel designated by the Company is not reasonably satisfactory if, among other reasons, the Indemnitee shall have been advised by qualified counsel that the use of counsel chosen by the Company to represent Indemnitee would present an actual or potential conflict that is likely to materially and adversely affect the Indemnitee’s interest or would not be permissible under applicable canons of legal ethics. In all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Action to which the Indemnitee is or was a party by reason of the Indemnitee’s Corporate Status that the Company shall have assumed and of which the Company shall be using its reasonable best efforts to provide an effective defense. (d) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action to which the Indemnitee is or was a party by reason of the Indemnitee’s Corporate Status effected without the Company’s written consent. The Company may settle any Action to which the Indemnitee is or was a party by reason of the Indemnitee’s Corporate Status without the consent of the Indemnitee only if (i) such settlement solely involves the payment of money and (ii) includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Action. Neither the Company nor the Indemnitee will unreasonably withhold consent to any proposed settlement; provided, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (1) the employment of separate counsel by Indemnitee has been authorized by the Company;

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of any notice of concerning the commencement of any Proceedingan action, Indemnitee willsuit or proceeding, if a claim in respect thereof is to be made against the Company under this AgreementCompany, the Indemnified Party shall notify the Company of the commencement of thereof, provided that failure to give such Proceeding; provided, however, that the omission to so notify the Company will prompt notice shall not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unlessthe Indemnified Party hereunder, and then only except to the extent that, such omission results in insufficient time being available to permit that the Company or is prejudiced in its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from defense of such Proceeding or otherwise has claim as a material adverse effect on the Company's ability to promptly deal with result of such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) failure. The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, of any such claim with counsel of its own selection reasonably satisfactory to Indemniteethe Indemnified Party, and shall not be obligated to furnish separate counsel to the Indemnified Party in any action in which the Company and the Indemnified Party are joined unless the Indemnified Party reasonably concludes that there may be a conflict of interest between him and the Company. After notice from the Company to Indemnitee the Indemnified Party of its election to so to assume the defense thereofof such claim, the Company will shall not be liable to Indemnitee under this Agreement the Indemnified Party for anyany legal or other expenses subsequently incurred by him, except in cases where separate representation is required. No settlement of any such claim shall be made without the mutual approval of the Company and the Indemnified Party, but neither of them shall unreasonably condition, delay or withhold their consent to any settlement which the other has proposed.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim indemnification in respect thereof is to be made against requested the Company Corporation under this Agreement, notify the Company Corporation of the commencement of such Proceeding; provided, however, that the omission to so notify the Company Corporation will not relieve the Company Corporation (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company Corporation or its counsel to effectively defend against or make timely response to any Claim Expense, loss, claim, damage, or liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the CompanyCorporation's ability to promptly deal with such Claim Expense, loss, claim, damage, damage liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (i) The Company Corporation shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company Corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election to so to assume the defense thereof, the Company Corporation will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of any notice of concerning the commencement of any Proceeding, Indemnitee willan Indemnity Claim, if a claim in respect thereof is to be made against the Company under this AgreementCompany, notify the Company of Indemnitee shall give prompt notice thereof to the commencement of Manager, provided that failure to give such Proceeding; provided, however, that the omission to so notify the Company will prompt notice shall not relieve the Company (i) from any liability which it may have to the Indemnitee under this Agreement unlesshereunder, and then only except to the extent that, such omission results in insufficient time being available to permit that the Company or is prejudiced in its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from defense of such Proceeding or otherwise has Indemnity Claim as a material adverse effect on the Company's ability to promptly deal with result of such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) failure. The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, of any Indemnity Claim with counsel of its own selection reasonably satisfactory to Indemniteethe Indemnitee and shall not be obligated to furnish separate counsel to the Indemnitee in any action in which the Company and the Indemnitee are joined unless the Indemnitee reasonably concludes that there may be a conflict of interest between the Indemnitee and the Company. After notice from the Company to the Indemnitee of its election so to assume the defense thereofof an Indemnity Claim, the Company will shall not be liable for any Indemnity Expenses subsequently incurred, except in cases where separate representation is required. No settlement of any Indemnity Claim shall be made without the mutual approval of the Company and the Indemnitee, but neither of them shall unreasonably condition, delay or withhold their consent to Indemnitee under this Agreement for anyany settlement which the other has proposed.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (A) the employment of separate counsel by Indemnitee has been authorized by the Company; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding; or (C) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the reasonable fees and expenses of Indemnitee's counsel shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (B) above. Nothing in this subparagraph (ii) shall affect the obligation of the Company to indemnify Indemnitee against Expenses and Liabilities paid in settlement for which it is otherwise obligated hereunder. (iii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceedings or claims effected without its prior written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's Company s ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (1) the employment of separate counsel by Indemnitee has been authorized by the Company; (2) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding; or (3) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the reasonable fees and expenses of Indemnitee s counsel shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (2) above. Nothing in this subparagraph (ii) shall affect the obligation of the Company to indemnify Indemnitee against Expenses and Liabilities paid in settlement for which it is otherwise obligated hereunder. (iii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceedings or claims effected without its prior written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company in writing as soon as practicable of any Claim that could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the commencement of nature of, and the facts underlying, such Proceeding; provided, however, that the omission Claim. The failure by Indemnitee to so timely notify the Company will hereunder shall not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only hereunder except to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on that the Company's ’s ability to promptly deal with participate in the defense of such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreementclaim was materially and adversely affected by such failure. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, in the defense of any Claim relating to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled an Indemnifiable Event or to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from ; provided that, if Xxxxxxxxxx believes, after consultation with counsel selected by Xxxxxxxxxx, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of its election so to assume interest, (b) the defense thereof, named parties in any such Claim (including any impleaded parties) include the Company will or any subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel selected by Indemnitee, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm, plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for anyany amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement involves solely the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition, or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Notification and Defense of Claims. (a) Promptly after If Indemnitee receives notice, otherwise than from the receipt by Company or the Partnership, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of notice of the commencement of any Proceedingwhich Indemnitee intends to seek indemnification hereunder, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, must promptly notify the Company and the Partnership in writing of the commencement nature and, to Indemnitee’s knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such Proceeding; provideda notice, howeverbut Indemnitee fails to do so, that the omission to so notify the Company failure will not relieve the Company (i) from any liability which it or the Partnership from, or otherwise affect, the obligations the Company or the Partnership may have to indemnify Indemnitee under this Agreement unlessAgreement, unless the Company and then only the Partnership can establish that the failure has resulted in actual prejudice to the extent that, such omission results in insufficient time being available to permit Company and the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this AgreementPartnership. (b) The following provisions shall apply with Except as this Section 4(b) otherwise provides below, in the case of any Proceeding in respect to any such Proceeding as to of which Indemnitee notifies the Company of the commencement thereofseeks indemnification hereunder: (i1) The Company shall the Company, the Partnership any Related Enterprise that also may be obligated to indemnify Indemnitee in respect of that Proceeding will be entitled to participate therein at its own expense.expense in that Proceeding; (ii2) Except as otherwise provided below, to the extent it may elect to do soCompany, the Company (jointly with any other indemnifying party similarly notified) Partnership or that Related Enterprise, or either of them, will be entitled to assume the defense thereofof all Claims, with counsel other than (i) Company Claims, if any, and (ii) other Claims, if any, as to which Indemnitee shall reasonably reach the conclusion described in clause (C) of its own selection reasonably satisfactory the next sentence, in that Proceeding against Indemnitee by prompt written notice of that election to Indemnitee. After notice from ; and (3) if clause (2) above entitles the Company to Indemnitee of its election so or that Related Enterprise to assume the defense thereofof any of those Claims and it delivers to Indemnitee notice of that assumption under clause (2), the Company and the Partnership will not be liable to Indemnitee under this Agreement hereunder for anyany fees or expenses of legal counsel for Indemnitee which Indemnitee incurs after Indemnitee receives that notice. Indemnitee will have the right to employ Indemnitee’s own legal counsel in that Proceeding, but, as clause (3) of the preceding sentence provides, will bear the fees and expenses of that counsel unless: (A) the Company or the Partnership has authorized Indemnitee in writing to retain that counsel; (B) the Company or the Partnership shall not within a reasonable period of time actually have employed counsel to assume the defense of those Claims; or (C) Indemnitee shall have (A) reasonably concluded that a conflict of interest may exist between Indemnitee, on the one hand, and the Company or the Partnership, on the other hand, as to the defense of one or more of those Claims and (B) communicated that conclusion to the Company and the Partnership in writing. (c) The Company and the Partnership will not be obligated hereunder to, or to cause another Partnership Entity to, indemnify Indemnitee against or hold Indemnitee harmless from and in respect of any amounts paid, or agreed to be paid, by Indemnitee in settlement of any Claim against Indemnitee which Indemnitee effects without the Company’s or the Partnership’s prior written consent. The Company and the Partnership will not settle any Claim against Indemnitee in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company, the Partnership nor Indemnitee will unreasonably delay or withhold consent to any such settlement the other party proposes to effect.

Notification and Defense of Claims. (a) Promptly after the receipt by the Indemnitee of notice of the commencement of any ProceedingAction, the Indemnitee will, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement of such Proceeding; providedthereof, however, that but the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with . With respect to any such Proceeding Action as to which the Indemnitee so notifies the Company of the commencement thereofCompany: (i) The the Company shall will be entitled to participate therein at its own sole expense.; and (ii) Except as otherwise subject to SECTION 7 hereof, and if the Indemnitee shall have provided below, a written affirmation that: (i) he or she believes in good faith that his or her conduct conformed with the standard set forth in SECTION 1(A) hereof and did not constitute behavior of the kind described in SECTION 2(A) hereof and (ii) that he or she is entitled to the extent it may elect to do soindemnification hereunder, the Company (jointly with any other indemnifying party similarly notified) will be entitled to may assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. . (b) After notice from the Company to the Indemnitee of its election so to assume the defense thereofsuch defense, the Company will not be liable to the Indemnitee under this Agreement for anyany legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ separate counsel in such Action, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) counsel designated by the Company to conduct such defense shall not be reasonably satisfactory to the Indemnitee, or (iii) the Company shall not have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of such counsel shall be at the sole expense of the Company. For the purposes of clause (ii) above, the Indemnitee shall be entitled to determine that counsel designated by the Company is not reasonably satisfactory if, among other reasons, the Indemnitee shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between the Indemnitee, other officers or directors similarly indemnified by the Company and/or the Company, representation of the Indemnitee by counsel designated by the Company is likely to materially and adversely affect the Indemnitee's interest or would not be permissible under applicable canons of legal ethics. (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Action not defended by the Company effected without the Company's written consent. The Company may settle any Action for which it has assumed the defense without the consent of the Indemnitee if the Company accepts full responsibility and the settlement releases the Indemnitee from potential liability. The Company shall not settle any Action in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's Company s ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (1) the employment of separate counsel by Indemnitee has been authorized by the Company;

Notification and Defense of Claims. (a) Promptly after the receipt by the Indemnitee of notice of any claim or the commencement of any Proceedingaction, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company of the commencement of such Proceeding; provided, however, that the omission thereof. The failure to so notify the Company will not relieve the Company (i) it from any liability obligation which it may have to the Indemnitee under this Agreement unless, and then only or otherwise except to the extent that, such omission results in insufficient time being available to permit failure has materially impaired the ability of the Company to defend successfully such action or its counsel to effectively defend against minimize the economic exposure resulting therefrom. With respect to each such action, suit or make timely response proceeding as to any losswhich the Indemnitee gives proper notice to the Company hereunder, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreementfollowing provisions shall be applicable. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (ia) The Company shall be entitled to participate therein in the defense thereof at its own expense. (iib) Except as otherwise provided below, to the extent it may elect to do so, in this subsection (b) the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, thereof with counsel of its own selection reasonably satisfactory to the Indemnitee. After The Company shall give notice from the Company to Indemnitee of its election so to assume the defense of such action within thirty (30) days after the commencement of the action or the date it receives notice thereof, whichever is later. Thereafter, the Company will not be liable to the Indemnitee under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, or as otherwise provided in this subsection (b). The Indemnitee shall have the right to employ personal counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of the Indemnitee unless (A) the employment of counsel by the Director has been expressly authorized at such time by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a disabling conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (C) the Company shall not in fact have employed counsel to assume the defense of such action, and in each of such cases, the fees and expenses of counsel retained by the Indemnitee shall be paid by the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or derivatively on behalf of the Company, or as to which the Indemnitee shall have concluded as provided in clause (B) above that there may be a disabling conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action. (c) The Company shall not be liable for indemnification to the Indemnitee under this Agreement for anyany amounts paid in settlement of any action or claim, which settlement is effected without the prior written consent of the Company. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation upon the conduct of the Indemnitee without the written consent of the Indemnitee. Neither the Company nor the Indemnitee will unreasonably withhold his or its consent to any proposed settlement.

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (i) The Company shall be entitled to participate therein at its own expense. (ii) Except as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for anyany Expenses subsequently incurred by Indemnitee in connection with the defense of such

Notification and Defense of Claims. (a) Promptly after the receipt by Indemnitee the Officer/Director of notice of any claim or the commencement of any Proceedingaction, Indemnitee willsuit or proceeding, if a claim in respect thereof is to be made against the Company under this Agreement, Officer/Director will notify the Company of the commencement of such Proceeding; provided, however, that the omission thereof. The failure to so notify the Company will not relieve the Company (i) it from any liability obligation which it may have to Indemnitee the Officer/Director under this Agreement unless, and then only or otherwise except to the extent that, such omission results in insufficient time being available to permit failure has materially and irreparably injured the ability of the Company to defend successfully such action or its counsel to effectively defend against minimize the economic exposure resulting therefrom. With respect to each such action, suit or make timely response proceeding as to any losswhich the Officer/Director gives proper notice to the Company hereunder, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company's ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreementfollowing provisions shall be applicable. (b) The following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (ia) The Company shall be entitled to participate therein in the defense thereof at its own expense. (iib) Except as otherwise provided below, to the extent it may elect to do so, in this subsection (b) the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, thereof with counsel of its own selection reasonably satisfactory to Indemniteethe Officer/Director. After The Company shall give notice from the Company to Indemnitee of its election so to assume the defense of such action within thirty (30) days after the commencement of the action or the date it receives notice thereof, whichever is later. Thereafter, the Company will not be liable to Indemnitee the Officer/Director under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Officer/Director in connection with the defense thereof other than reasonable costs of investigation, or as otherwise provided in this subsection (b). The Officer/Director shall have the right to employ its counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of the Officer/Director unless (A) the employment of counsel by the Director has been expressly authorized at such time by the Company, (B) the Officer/Director shall have reasonably concluded that there may be a disabling conflict of interest between the Company and the Officer/Director in the conduct of the defense of such action, or (C) the Company shall not in fact have employed counsel to assume the defense of such action, and in each of such cases, the fees and expenses of counsel retained by the Officer/Director shall be paid by the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or derivatively on behalf of the Company, or as to which the Officer/Director shall have concluded as provided in clause (B) above. (c) The Company shall not be liable for indemnification to the Officer/Director under this Agreement for anyany amounts paid in settlement of any action or claim which settlement is effected without the prior written consent of the Company. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation upon the conduct of the Officer/Director without the written consent of the Officer/Director. Neither the Company nor the Officer/Director will unreasonably withhold his or its consent to any proposed settlement.