Common use of Procedure Clause in Contracts

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action action, suit or proceeding (each, a “Proceeding”) is brought against a person (an Underwriter Indemnified Party “indemnified party”) in respect of which indemnity may be sought against any party required to provide indemnification under this Agreement (as applicable, the Company pursuant to Section 5.1.1“indemnifying party”), such Underwriter Indemnified Party indemnified party shall promptly notify the Company such indemnifying party in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the CompanyProceeding; provided, however, that the Company omission or failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have to any indemnified party hereunder to the extent such indemnifying party is not materially prejudiced as a result thereof and in any event shall not relieve such indemnifying party from any liability which it may have otherwise than under this Section 5. In the case of parties indemnified pursuant to Section 5.1.1, counsel to the indemnified parties shall be obligated selected by the Representatives, and, in the case of parties indemnified pursuant to bear Section 5.1.2, counsel to the reasonable fees and indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall any indemnifying party be liable for the expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party separate counsel (in addition to any local counsel). Notwithstanding anything ) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companysuch Proceeding or Proceedings. The Company indemnifying party shall not be liable for any settlement of any action Proceeding effected without its prior written consent but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any and all loss, damage, expense, liability or claim by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (which i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not be unreasonably withheld)have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. In addition, the Company shall notNo indemnifying party shall, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)indemnified party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action Proceeding in respect of which advancement, reimbursement, indemnification such indemnified party is or contribution may be could have been a party and indemnity could have been sought hereunder (whether or not by such Underwriter Indemnified Party is a party thereto) indemnified party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, indemnified party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act, act by or on behalf of such indemnified party. The Company agrees promptly to notify the Underwriters of the commencement of any Underwriter Indemnified PartyProceeding against it and against any of the Company’s directors or officers in connection with the sale and delivery of the Public Securities or with the Registration Statement, any Preliminary Prospectus or the Prospectus.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably delayed or withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably delayed or withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not be obligated have employed counsel to bear defend such action within a reasonable time after notice of the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party commencement thereof, or (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, iii) the Underwriter Indemnified Party shall not enter into any settlement without have been advised by 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 prior written consent Company (in which case the Company shall not be unreasonably withheld) have the right to direct the defense of such action on behalf of the terms Underwriter Indemnified Party), in each of any settlement which cases the fees and expenses of counsel shall be advanced by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if expenses. Any failure or delay by an Underwriter Indemnified Party requests to give the notice referred to herein shall not affect such Underwriter Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. If any such action is brought against any Underwriter Indemnified Party and such Underwriter Indemnified Party notifies the Company do soof the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to the Underwriter Indemnified Party. Such After notice from the Company to the Underwriter Indemnified Party of its election to assume the defense of such action, the Company shall not be liable to the Underwriter Indemnified Party under Section 5.1.1 for any legal or other expenses subsequently incurred by the Underwriter Indemnified Party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel reasonably satisfactory to the Underwriter Indemnified Party to have charge of the defense of such action within a reasonable time after receiving notice of the action, suit, or proceeding, or (iii) such Underwriter Indemnified Party shall have reasonably concluded (based upon advice of counsel to such indemnified party) that there may be obligated legal defenses available to bear it or them which are different from or additional to those available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to such indemnified party) between such Underwriter Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of the Underwriter Indemnified Party (in which case the Company shall not have the right to direct the defense of such action on behalf of the Underwriter Indemnified Party), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancementor any claim whatsoever that is effected without its written consent; provided, reimbursementhowever, indemnification or contribution may be sought hereunder (whether or that if the Company does not such consent, and the Underwriter Indemnified Party is does not settle as a party thereto) unless result of such settlementwithholding of consent, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable then the Company agrees unconditionally to assume any liabilities that are incurred as related to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out rejection of such action for which indemnification settlement or contribution may be sought and (ii) does not include a statement as to or an admission withholding of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyconsent.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may reasonably be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soParty. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless the Company has failed promptly to assume the defense and employ counsel for the benefit of the Underwriter Indemnified Persons or such Underwriter Indemnified Person shall have been advised that in the opinion of counsel that there is an actual conflict of interest that prevents the counsel designated by the Company and shall be advanced approved by the Company; provided, however, that Underwriters and engaged by the Company shall not be obligated to bear for the reasonable fees and expenses purpose of more than one firm of attorneys selected by representing the Underwriter Indemnified Party (in addition Party, to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the represent both such Underwriter Indemnified Party shall not enter into and any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement other person requested or proposed to requested by the Companysuch counsel. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party Party) (which approval shall not be unreasonably withheld, delayed or conditioned)) and payment of actual reasonable and documented expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 10, such Underwriter Party (the "Indemnified Party Party") shall promptly notify the Company other Party (the "Indemnifying Party") in writing within fifteen (15) days and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. The Indemnified Party agrees to cooperate fully with the Company shall assume Indemnifying Party in the defense of any such actionclaim, including action or proceeding, or any litigation resulting from any such claim. In any such proceeding, the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. upon request.. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any Upon receipt by an Underwriter Indemnified Party of actual notice of an action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action action, provided that failure by any Underwriter Indemnified Party shall not relieve the Company of any obligation or liability which the Company may have on account of this Section 5 or otherwise to such Underwriter Indemnified Party, and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall also have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and upon the written authorization of the Company (which authorization shall not be unreasonably withheld),the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; , provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter Indemnified Party (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, reasonably acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably delayed or withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification indemnification, or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent consent, or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses expenses, and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability culpability, or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each the Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, provided however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a an actual or potential party theretoto such action or claim) unless such settlement, compromise, consent consent, judgment or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such casecase (including local counsel), and the fees Company shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Company to represent the Underwriter Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Underwriter Indemnified Party and the Company and the Underwriter Indemnified Party shall have reasonably concluded that that a conflict may arise between the positions of the Company and the Indemnified Party and/or there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel reasonably satisfactory to the Underwriter Indemnified Party to represent the Underwriter Indemnified Party or (iv) the Company shall authorize the Underwriter Indemnified Party to employ separate counsel at the expense of the Company and shall be advanced by the Company; provided, provided however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If In case any action is brought against an proceeding (including any governmental investigation) shall be instituted involving any Directed Share Underwriter Indemnified Party Entity in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1paragraph 5.6.1 above, such the Directed Share Underwriter Indemnified Party Entity seeking indemnity shall promptly notify the Company in writing and the Company, upon request of the institution Directed Share Underwriter Entity, shall retain counsel reasonably satisfactory to the Directed Share Underwriter Entity to represent the Directed Share Underwriter Entity and any others the Company may designate in such proceeding and shall pay the reasonable fees and disbursements of such action and the Company shall assume the defense of counsel related to such actionproceeding. In any such proceeding, including the employment and fees of counsel (subject to the approval of such any Directed Share Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party Entity shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of such Directed Share Underwriter Entity unless (i) the Company and such Directed Share Underwriter Entity shall have mutually agreed to the retention of such counsel, (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to such Directed Share Underwriter Entity, (iii) the Directed Share Underwriter Entity shall have reasonably concluded that there may be advanced legal defenses available to it that are different from or in addition to those available to the Company or (iv) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Directed Share Underwriter Entity and representation of both parties by the Company; provided, however, that the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not not, in respect of the legal expenses of the Directed Share Underwriter Entities in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to bear liable for the reasonable fees and expenses of more than one separate firm of attorneys selected by the Underwriter Indemnified Party (in addition to any local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the ) for all Directed Share Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the CompanyEntities. The Company shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent, the Company agrees to indemnify the Directed Share Underwriter Entities from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time any Directed Share Underwriter Entity shall have requested the Company to reimburse such Directed Share Underwriter Entity for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (which i) such settlement is entered into more than 30 days after receipt by the Company of the aforesaid request and (ii) the Company shall not be unreasonably withheld)have reimbursed such Directed Share Underwriter Entity in accordance with such request prior to the date of such settlement. In addition, the The Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Directed Share Underwriter Entities, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancement, reimbursement, indemnification any Directed Share Underwriter Entity is or contribution may be could have been a party and indemnity could have been sought hereunder by such Directed Share Underwriter Entity, unless (whether or not x) such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each the Directed Share Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, Entities from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought proceeding and (iiy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of any the Directed Share Underwriter Indemnified PartyEntity.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject which counsel shall be reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter (which consent shall not be unreasonably withheld), settle, compromise compromise, or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification indemnification, or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent consent, or termination (i) includes an unconditional release of each the Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses expenses, and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability culpability, or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the reasonable fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter (which consent shall not be unreasonably withheld), settle, compromise compromise, or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification indemnification, or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent consent, or termination (i) includes an unconditional release of each the Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses expenses, and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability culpability, or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an the Underwriter Indemnified Party in respect of which indemnity may reasonably be sought against the Company pursuant to Section 5.1.1, such the Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that Party. the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Underwriter Indemnified Party unless the Company has failed promptly to assume the defense and employ counsel for the benefit of the Underwriter Indemnified Persons or the Underwriter Indemnified Person shall have been advised that in the opinion of counsel that there is an actual conflict of interest that prevents the counsel designated by the Company and shall be advanced approved by the Company; provided, however, that Underwriter and engaged by the Company shall not be obligated for the purpose of representing the Underwriter Indemnified Party, to bear the reasonable fees and expenses of more than one firm of attorneys selected by represent both the Underwriter Indemnified Party (in addition and any other person requested or proposed to local requested by such counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such the Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each the Underwriter Indemnified Party, acceptable to such the Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action enclosing a copy of all papers served and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such No indemnification provided for in Section 5.1.1 shall be available to any Underwriter Indemnified Party who shall fail to give notice as provided in this Section 5.1.2 if the Company was not aware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but the omission to so notify the Company of any such action, suit or proceeding shall not relieve it from any liability that it may have to an Underwriter Indemnified Party for contribution or otherwise than under this Section. An Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced Underwriter Indemnified Party unless (i) the employment of counsel by such party has been authorized in writing by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without have been advised by 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 prior written consent Company (in which case the Company shall not be unreasonably withheld) have the right to direct the defense of such action on behalf of the terms Underwriter Indemnified Party), or (ii) the Company shall not have employed counsel to assume the defense of any settlement by such action within a reasonable time after notice of the commencement thereof, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, reasonably acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party Underwriter, a Selected Dealer or a controlling person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party or Selected Dealer shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)or Selected Dealer, as the case may be) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party Underwriter, Selected Dealer or controlling person shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter, Selected Dealer or controlling person unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)Underwriter, Selected Dealer and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and if the Underwriter, Selected Dealer or controlling person shall assume the defense of such action as provided that above, the Company has timely honored its obligations under Section 5, shall have the Underwriter Indemnified Party shall not enter into right to approve the terms of any settlement without the prior written consent (of such action which approval shall not be unreasonably withheld) . This Indemnification provided for in this Section 5.1 shall not be available to any party who shall fail to give notice as provided in this Section 5.1.2 if the Company was unaware of the terms of any settlement proceeding to which such notice would have related and was actually prejudiced by the Companyfailure to give such notice; PROVIDED, HOWEVER, that indemnification shall only be limited to the extent of such prejudice; PROVIDED, FURTHER, that, the omission so to notify the Company will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 5.1. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)indemnified party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancement, reimbursement, indemnification any indemnified party is or contribution may be could have been sought hereunder (whether or not by such Underwriter Indemnified Party is a party thereto) indemnified party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, indemnified party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceedings.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the reasonable fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, provided however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the counsel, plus one local counsel, for all Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained hereinParties, and provided that the Company has timely honored its obligations under Section 5, the unless an Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not have been advised by its counsel that there may be unreasonably withheld) legal defenses available to it that representation of the terms of any settlement such Underwriter Indemnified Party by the Companysame counsel would be inappropriate due to actual or potential conflict of interest between them. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action (provided that the failure so to notify the Company (i) will not relieve the Company from liability unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the Company of substantial rights and defenses) and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such casecase at its own expense; provided, and however, that the fees Company shall bear the reasonable fees, costs and expenses of such separate counsel only if (i) the use of counsel chosen by the Company to represent the Underwriter Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Underwriter Indemnified Party and the Company and the Underwriter Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel satisfactory to the indemnified party to represent the Underwriter Indemnified Party within a reasonable time after notice of the institution of such action, or (iv) the Company shall give written authorization to the Underwriter Indemnified Party to employ separate counsel at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld)consent. In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an expenses. Within 3 business days of such notice, the Company shall advance to the Underwriter Indemnified Party requests that in immediately available funds, $25,000 for the Company do sofirst action, towards the advancement and reimbursement of such expenses. Such Underwriter Indemnified Party shall have has the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced has been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. All fees and expenses incurred by an Underwriter Indemnified Party shall be reimbursed within 30 days of their respective invoices. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into any settlement without assume the prior written consent (which shall not be unreasonably withheld) defense of such action as provided above, the Company will have the right to approve the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (such action, which approval shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise withheld or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partydelayed.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which such approval shall not be unreasonably withheld, delayed or conditioned)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, reasonably acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may reasonably be expected to be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party reasonably requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably delayed or withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably delayed or withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, reasonably acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyupon request. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If In the event that any third party claim, action or suit is brought instituted against an Underwriter Indemnified Party Indemnitee in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1Subsection 10.1, such Underwriter Indemnified Party shall the Indemnitee will promptly notify the Company Indemnifying Party in writing (provided that the failure to give such notice promptly will not prejudice the rights of an Indemnitee, except to the extent that the failure to give such prompt notice materially adversely affects the ability of the institution of Indemnifying Party to defend the claim, action or suit). Promptly after the Indemnitee gives such action written notice, the Indemnifying Party and the Company Indemnitee shall assume meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall control the defense of such actionclaim, including action or suit. The Indemnitee shall cooperate with the employment and fees of counsel (subject to Indemnifying Party in the approval defense of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its claim, action or their own counsel in any such casesuit, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)Indemnifying Party. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5In any such proceeding, the Underwriter Indemnified Party Indemnitee shall not enter into any settlement without also have the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyright to retain its own counsel at its own expense. The Company Indemnifying Party shall not be liable for any damages with respect to a claim, action or suit settled or compromised by the Indemnitee without the Indemnifying Party’s prior written consent. No offer of settlement, settlement of any action effected or compromise by the Indemnifying Party shall be binding on an Indemnitee without its the Indemnitee’s prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld, conditioned or delayed), settleunless such settlement fully releases the Indemnitee without any liability, compromise loss, cost or consent obligation to such Indemnitee, provided, however, that the entry Indemnifying Party shall have no authority to take any action as part of any judgment in such defense or settlement that invalidates or otherwise seek to terminate compromises or renders unenforceable any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party† DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION the Indemnitees’ Intellectual Property Rights without the Indemnitees’ express prior written consent.

Procedure. If any action is brought against an Underwriter Placement Agent Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Placement Agent Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Placement Agent Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Placement Agent Indemnified Party requests that the Company do so. Such Underwriter Placement Agent Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Placement Agent Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Placement Agent Indemnified Party, acceptable to such Underwriter Placement Agent Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Placement Agent Indemnified Party.

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 12, such Underwriter Party (the "Indemnified Party Party") shall promptly notify the Company other Party (the "Indemnifying Party") in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each The Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which such approval shall not be unreasonably withheld, delayed or conditioned)) and payment of actual reasonable and documented expenses actually incurred if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the such Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the CompanyParty. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, reasonably acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the CompanyCompany ,. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of the commencement thereof, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party ) shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement borne by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, provided however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company and/or the Selling Shareholder pursuant to Section 5.1.17.1.1, such Underwriter Indemnified Party shall promptly notify the Company and/or the Selling Shareholder in writing of the institution of such action and the Company and/or the Selling Shareholder shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company and/or the Selling Shareholder do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and/or the Selling Shareholder and shall be advanced by the CompanyCompany and/or the Selling Shareholder; provided, however, that the Company and/or the Selling Shareholder shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has and/or the Selling Shareholder have timely honored its their obligations under Section 57, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the CompanyCompany and/or the Selling Shareholder. The Company and/or the Selling Shareholder shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company and/or the Selling Shareholder shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees and expenses of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that (ii) the Company shall not have employed counsel to have charge of the defense of such action promptly after notice of commencement of the action, (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), (iv) such indemnified party or parties shall have reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to such indemnified party) between the indemnified party or parties and the indemnifying party or (v) the Company has not employed counsel reasonably satisfactory to such indemnified party to assume the defense of such action in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is action, suit, proceeding or claim shall be brought against an Underwriter Indemnified Party in respect the party to be indemnified by any third party, which action, suit, proceeding or claim, if determined adversely to the interest of the party to be indemnified and which would entitle the party to be indemnified to indemnity may be sought against the Company pursuant to this Section 5.1.16.2, such Underwriter Indemnified Party the party to be indemnified shall promptly notify the Company indemnifying party of the same in writing of and, if the institution of such action and indemnifying party so elects, the Company indemnifying party shall assume the defense of such actionthereof, including the employment and fees of counsel (subject satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not party to be unreasonably withheld)) indemnified and the payment of actual all reasonable costs and expenses if an Underwriter Indemnified Party requests that the Company do soin respect thereof. Such Underwriter Indemnified Party The party to be indemnified shall have the right to employ its or their own counsel separate from any counsel employed by the indemnifying party in any such caseaction, suit, proceeding or claim and to control (or, if the party to be indemnified has elected to allow the indemnifying party to assume the defense thereof, participate in) the defense thereof and the fees and expenses of such counsel employed by the party to be indemnified shall be at the expense of the Company and shall party to be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyindemnified. The Company indemnifying party shall not be liable for any settlement of any action such action, suit, proceeding or claim effected without his or its prior written consent (which shall not be unreasonably withheld). In addition, but if settled with the Company shall not, without the prior written consent of the Underwriters (which consent indemnifying party, or if there shall not be unreasonably withheld)a final judgment for plaintiff in any such action, settlethe indemnifying party agrees to indemnify and hold harmless the party to be indemnified from and against any loss, compromise liability, obligation, damage, cost or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out expense by reason of such action for which indemnification settlement or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyjudgment.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an expenses. Within 3 business days of such notice, the Company shall advance to the Underwriter Indemnified Party requests that in immediately available funds, $25,000 for the Company do sofirst action, towards the reimbursement of such expenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Such fees and expenses shall be reimbursed within 30 days of their respective invoices. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into any settlement without assume the prior written consent (which defense of such action as provided above, the Company shall not be unreasonably withheld) of have the right to approve the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (such action, which approval shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise withheld or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partydelayed.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Subject to the prior approval of the Company, such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated subject to bear the reasonable fees and expenses prior approval of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement such expense by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party. Notwithstanding the provisions of Sections 5.1.1 and 5.1.2, the Company will have no obligation to indemnify, defend or hold harmless each or any Underwriter Indemnified Party against any and all loss, claim, damage, liability and expense if caused by the gross negligence, fraud or willful misconduct of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such Underwriter Indemnified Party shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the Underwriter Indemnified Party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company or pursuant to Section 5.1.16.1.1, such Underwriter Indemnified Party shall promptly notify the Company Company, as applicable, in writing of the institution of such action and the Company Company, shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if expenses. Any failure or delay by an Underwriter Indemnified Party requests to give the notice referred to herein shall not affect such Underwriter Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. If any such action is brought against any Underwriter Indemnified Party and such Underwriter Indemnified Party notifies the Company, of the commencement thereof, the Company do so. Such may elect to assume the defense thereof, with counsel reasonably satisfactory to the Underwriter Indemnified Party, and such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel reasonably satisfactory to the Underwriter Indemnified Party to have charge of the defense of such action within a reasonable time after receiving notice of the action, suit, or proceeding, or (iii) such indemnified party or parties shall have reasonably concluded (based upon advice of counsel to such indemnified party) that there may be obligated legal defenses available to bear it or them which are different from or additional to those available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to such indemnified party) between such indemnified party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of the indemnified party (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1Section5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5Section5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably delayed or withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably delayed or withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought sought, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; , provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) . Failure of an Underwriter Indemnified Party to promptly notify the Company in writing of the terms institution of any settlement by the Company. The Company shall not be liable for any settlement of any an action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action against such Underwriter Indemnified Party in respect of which advancement, reimbursement, indemnification or contribution indemnity may be sought hereunder (whether or against the Company pursuant to Section 5.1.1 shall not relieve the Company from any obligation it may have under this Section 5.1 except to the extent such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release failure results in the forfeiture by the Company of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses substantial rights and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partydefenses.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which such approval shall not be unreasonably withheld), delayed or conditioned) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, reasonably acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.18, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, provided however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Selling Agents, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such caseaction, and the reasonable and documented fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to one local counselcounsel firm for each relevant jurisdiction, if necessary). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party Company shall not enter into have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action (but the failure of any Underwriter Indemnified Party to notify the Company shall not relieve the Company from any liability that it may have to any Underwriter Indemnified Party) and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action action, effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party Underwriter, a Selected Dealer or a controlling person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party or Selected Dealer shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)or Selected Dealer, as the case may be) and payment of actual expenses if an Underwriter Indemnified Party requests expenses; provided, that the failure to give such notice shall not relieve the Company do sofrom any liability it may have under Sections 5.1.1 or 5.1.2 hereof, except to the extent the Company has been materially prejudiced (through forfeiture of substantive rights or defenses) by such failure. Such Underwriter Indemnified Party Underwriter, Selected Dealer or controlling person shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter, Selected Dealer or controlling person unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to take charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)Underwriter, Selected Dealer and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and if the Underwriter, Selected Dealer or controlling person shall assume the defense of such action as provided that above, the Company has timely honored its obligations under Section 5, shall have the Underwriter Indemnified Party shall not enter into right to approve the terms of any settlement without the prior written consent (of such action which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Underwriters Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter the Underwriters Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with the Company, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter the Underwriters Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter The Underwriters Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Underwriters Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such Underwriters Indemnified Party or Underwriters Indemnified Parties shall have been advised by its counsel that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the Underwriters Indemnified Party or Underwriters Indemnified Parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Underwriters Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that if the Company has timely honored its obligations under Section 5, the Underwriter Underwriters Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 17, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing of and the institution Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such action and proceeding. The Indemnified Party shall reasonably cooperate with the Company shall assume the Indemnifying Party in defense of such actionmatter. The Indemnifying Party, including upon request of the employment and fees of Indemnified Party, shall retain counsel (subject reasonably satisfactory to the approval Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that counsel related to such proceeding. In any such proceeding, the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel, (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but, if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action provided that failure by any Underwriter Indemnified Party shall not relieve the Company of any obligation or liability which the Company may have on account of this Section 5 or otherwise to such Underwriter Indemnified Party, and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall also have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; providedCompany (it being understood, however, that the Company shall not be obligated to bear liable for the reasonable fees and expenses of more than one firm of attorneys selected by separate counsel (together with local counsel), representing the Underwriter Indemnified Party (in addition Parties who are parties to local counselsuch action). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriter, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of to the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Underwriter Indemnified Party (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought sought; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any Upon receipt by an Placement Agent Indemnified Party of actual notice of an action is brought against an Underwriter Placement Agent Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Placement Agent Indemnified Party shall promptly notify the Company in writing of the institution of such action action, provided that failure by any Placement Agent Indemnified Party shall not relieve the Company of any obligation or liability which the Company may have on account of this Section 5 or otherwise to such Placement Agent Indemnified Party, and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the approval of such Underwriter Placement Agent Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Placement Agent Indemnified Party requests that the Company do so. Such Underwriter Placement Agent Indemnified Party shall also have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Placement Agent Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Placement Agent Indemnified Party, acceptable to such Underwriter Placement Agent Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Placement Agent Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party Underwriter, a Selected Dealer or a controlling person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party or Selected Dealer shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)or Selected Dealer, as the case may be) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party Underwriter, Selected Dealer or controlling person shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter, Selected Dealer or controlling person unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that (ii) the Company shall not have employed counsel to take charge of the defense of such action or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by all of the Underwriter Indemnified Party (in addition to local counsel)Underwriters, Selected Dealers and/or controlling persons shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and if the Underwriter, Selected Dealer or controlling person shall assume the defense of such action as provided that above, the Company has timely honored its obligations under Section 5, shall have the Underwriter Indemnified Party shall not enter into right to approve the terms of any settlement without the prior written consent (of such action which approval shall not be unreasonably withheld) , conditional or delayed. The indemnification provided for in this Section 5.1 shall not be available to any party who shall fail to give notice as provided in this Section 5.1.2 if the Company was unaware of the terms of any settlement proceeding to which such notice would have related and was actually prejudiced by the Companyfailure to give such notice; provided, however, that indemnification shall only be limited to the extent of such prejudice; provided, further, that, the omission so to notify the Company will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 5.1. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)indemnified party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancement, reimbursement, indemnification any indemnified party is or contribution may be could have been sought hereunder (whether or not by such Underwriter Indemnified Party is a party thereto) indemnified party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, indemnified party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceedings.

Procedure. If Each Party will promptly notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this ARTICLE 11, such Underwriter Indemnified Party (the "INDEMNIFIED PARTY") shall promptly notify the Company other Party (the "INDEMNIFYING PARTY") in writing of and the institution Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such action proceeding. The Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party and shall pay the Company fees and expenses of such counsel related to such proceeding. The Indemnifying Party shall assume have the sole right to control the defense of any such claim or action. In any such proceeding, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to unless the contrary contained herein, Indemnifying Party and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without have mutually agree in writing to the prior written consent (which shall not be unreasonably withheld) retention of the terms of any settlement by the Companysuch counsel. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected by the Indemnified Party without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party may settle any such claim, demand, action or other proceeding or otherwise consent to an adverse judgment (a) with prior written notice to the Indemnified Party but without the consent of the Indemnified Party where the only liability is the payment of money and the Indemnifying Party makes such payment or (which shall not be unreasonably withheld). In addition, the Company shall not, without b) with the prior written consent of the Underwriters (Indemnified Party, which consent shall will not be unreasonably withheld), settle, compromise withheld or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partydelayed.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party Party) (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which consent shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action, including the employment and fees of legal counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have the right to employ its or their own legal counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense ;of the Company and shall be advanced have been authorized in writing by the CompanyCompany in connection with the defense of such action; provided, however, that or (ii) the Company shall not have employed legal counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall have been advised by its legal counsel that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company, conditioned or delayed. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall notNo indemnifying party shall, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)indemnified parties, settleeffect any settlement or compromise of, compromise or consent to the entry of any judgment in or otherwise seek to terminate with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which advancement, reimbursement, indemnification indemnity or contribution may be or could have been sought hereunder by an indemnified party under this Section 5 hereof (whether or not such Underwriter Indemnified Party the indemnified party is a an actual or potential party thereto), unless (i) unless such settlement, compromise, consent compromise or termination judgment (iA) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, the indemnified party from all liabilities, expenses and claims liability arising out of such claim, investigation, action for which indemnification or contribution may be sought proceeding and (iiB) does not include a statement as to or an admission of fault, culpability or a any failure to act, by or on behalf of any Underwriter Indemnified Partythe indemnified party, and (ii) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.”

Procedure. If Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 11. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to this Section 5.1.111, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition incurred pursuant to local counsel). Notwithstanding anything to the contrary contained hereinSection 11.2 or 11.3 shall be reimbursed as they are incurred, and provided that the Company has timely honored its obligations under all such fees and expenses incurred pursuant to Section 5, the Underwriter Indemnified Party 11.1 shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed in accordance with Section 5.4. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding unless effected without with its prior written consent (which shall not be unreasonably withheld)consent. In addition, the Company The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out to which the indemnity relates that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If Within five (5) business days after receipt by an Indemnified Party under this Agreement of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Company under this Agreement, notify in writing the Company of the commencement thereof; but the omission to so notify the Company will not relieve the Company from any liability under this Agreement so long as the Company is not prejudiced by the failure to so notify. In case any such action is brought against an Underwriter any Indemnified Party in respect of which indemnity may be sought against Party, and it notifies the Company pursuant to Section 5.1.1of the commencement thereof, such Underwriter Indemnified Party shall promptly notify the Company in writing of will be entitled to participate therein, and to the institution of such action and the Company shall extent that it may wish, to assume the defense thereof with counsel who shall be to the reasonable satisfaction of such actionIndemnified Party. Notwithstanding the foregoing, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter each Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of such counsel has been authorized in writing by the Company and shall be advanced by in connection with the Company; provideddefense of such action, however, that (ii) the Company 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 commencement of the action, or (iii) such Indemnified Party shall have reasonably concluded and have been so advised in a written opinion from counsel reasonably satisfactory to the Company that there may be obligated defenses available to bear it or them (as to the reasonable specific issue for which the Indemnified Party is being indemnified) which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which such events such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement borne by the Company. The Anything in this subsection to the contrary notwithstanding, the Company shall not be liable for any settlement of any claim or action effected without its prior written consent, provided, however, that such consent (which shall was not be unreasonably withheld). In addition, the Company shall not, without the prior written consent This Agreement is made and entered into as of the Underwriters (which consent shall not be unreasonably withheld)day and year first above written. CAPITAL MEDIA GROUP LIMITED BY: /s/ XXXXXXX XXXXXX -------------------------------- Xxxxxxx Xxxxxx, settlePresident BY: /s/ XXXXXXX XXXXXXXX ------------------------------- Xxxxxxx Xxxxxxxx, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.Co-Chairman INDEMNIFIED PARTIES /s/ XXXXXX XXXXXXXXX ---------------------------------- Xxxxxx Xxxxxxxxx /s/ XXXXXX XXXXXXXXX ---------------------------------- Xxxxxx Xxxxxxxxx

Procedure. If any action is brought against an Underwriter Indemnified Each Party will notify the other Party in writing in the event it becomes aware of a Claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 11, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing of and the institution Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any Claims that are the subject matter of such action and proceeding. The Indemnified Party shall cooperate fully with the Company shall assume the Indemnifying Party in defense of such actionmatter. The Indemnifying Party, including upon request of the employment and fees of Indemnified Party, shall retain counsel (subject reasonably satisfactory to the approval Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that counsel related to such proceeding. In any such Claim, the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (b) the named parties to any such Claim (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action Claim effected without its prior written consent, but, if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action Claim in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and claims arising out liability on Claims that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against Upon receipt by an Underwriter Indemnified Party in of actual notice of a Claim with respect of to which indemnity may reasonably be expected to be sought against the Company pursuant to under this Section 5.1.15.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and writing, provided that failure by any Underwriter Indemnified Party to so notify the Company shall not relieve the Company from any obligation or liability which the Company may have on account of this Section 5.1 or otherwise to such Underwriter Indemnified Party. The Company shall, if requested by the Underwriter, assume the defense of any such action, Claim (including the employment and fees of counsel (subject designated by the Underwriter and reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheldCompany)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Any Underwriter Indemnified Party shall have the right to employ its or their own separate counsel in any such caseaction and participate in the defense of the Claim, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless: (i) the Company has failed promptly to assume the defense and employ separate counsel reasonably acceptable to the Underwriter for the benefit of the Underwriter and the other Underwriter Indemnified Parties or (ii) such Underwriter Indemnified Party shall be advanced have been advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by and engaged by the Company; providedCompany for the purpose of representing the Underwriter Indemnified Party, howeverto represent both such Underwriter Indemnified Party and any other person represented or proposed to be represented by such counsel, that in which event the Company shall not be obligated to bear pay the reasonable fees and expenses of more than one firm of attorneys selected counsel, plus local counsel, for all Underwriter Indemnified Parties, which counsel shall, if the Underwriter is a defendant, be designated by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the CompanyUnderwriter. The Company shall not be liable for any settlement of any action Claim effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriter, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought Claims and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party. The advancement, reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every Claim and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Claim and Expense as it is incurred (and in no event later than 30 days following the date of any invoice therefore).

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article Eight, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an expenses. Within 3 business days of such notice, the Company shall advance to the Underwriter Indemnified Party requests that in immediately available funds, $25,000 for the Company do sofirst action, towards the reimbursement of such expenses. Such Underwriter Indemnified Party shall have has the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced has been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Such fees and expenses shall be reimbursed within 30 days of their respective invoices. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into any settlement without assume the prior written consent (which shall not be unreasonably withheld) defense of such action as provided above, the Company will have the right to approve the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (such action, which approval shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise withheld or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partydelayed.

Procedure. If any Upon receipt by an Underwriter Indemnified Party of actual notice of an action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action action, provided that failure by any Underwriter Indemnified Party shall not relieve the Company of any obligation or liability which the Company may have on account of this Section 5 or otherwise to such Underwriter Indemnified Party, and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 14, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out to which the indemnity relates that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 14, such Underwriter Party (the "Indemnified Party Party") shall promptly notify the Company other Party (the "Indemnifying Party") in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out to which the indemnity relates that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may reasonably be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soParty. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless the Company has failed promptly to assume the defense and shall be advanced by employ counsel for the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses benefit of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the or such Underwriter Indemnified Party shall not enter into any settlement without have been advised that in the prior written consent (which shall not be unreasonably withheld) opinion of counsel that there is an actual conflict of interest that prevents the terms of any settlement counsel designated by the CompanyCompany and approved by the Underwriters and engaged by the Company for the purpose of representing the Underwriter Indemnified Party, to represent both such Underwriter Indemnified Party and any other person requested or proposed to requested by such counsel,. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought Upon receipt by a BPC Indemnified Person of actual notice of an Action against an Underwriter such BPC Indemnified Party in Person with respect of to which indemnity may be sought against the Company pursuant to Section 5.1.1under this Agreement, such Underwriter BPC Indemnified Party Person shall promptly notify the Company (an "Indemnifying Party") in writing writing; provided that failure so to notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which such Indemnifying Party may have on account of this indemnity or otherwise, except to the institution of extent such action and Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall, if requested by the Company shall BPC Indemnified Person, assume the defense of any such action, Action including the employment and fees retention of counsel (subject reasonably satisfactory to the approval of such Underwriter BPC Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Person. Any BPC Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party Person shall have the right to employ its or their own separate counsel in any such caseAction and participate in the defense thereof, and but the fees and expenses of such counsel shall be at the expense of such BPC Indemnified Person, unless: (i) the Company Indemnifying Party has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impleaded parties) include both such BPC Indemnified Person and the Indemnifying Party, and such BPC Indemnified Person shall have been advised by counsel that there may be advanced by one or more legal defenses available to it which are different from or in addition to those available to the CompanyIndemnifying Party; provided, however, provided that the Company Indemnifying Party shall not in such event be obligated to bear responsible hereunder for the reasonable fees and expenses of more than one firm of attorneys selected by separate counsel in connection with any Action in the Underwriter Indemnified Party (same jurisdiction, in addition to any local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company Indemnifying Party shall not be liable for any settlement of any action Action effected without its prior written consent (which shall not be unreasonably withheld). In additionconsent, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld). In addition, an Indemnifying Party will not, without prior written consent of the applicable BPC Indemnified Person, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action Action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter any BPC Indemnified Party Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter BPC Indemnified Party, acceptable to such Underwriter Indemnified Party, Person from all liabilities, expenses and claims Liabilities arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified PartyAction.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company and the Selling Stockholders pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company and the Selling Stockholders in writing of the institution of such action and the Company and the Selling Stockholders shall be entitled to participate therein and, to the extent that they wish, jointly with any other similarly notified indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if expenses. Any failure or delay by an Underwriter Indemnified Party requests to give the notice referred to herein shall not affect such Underwriter Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual material harm to the Company do soand the Selling Stockholders, or materially prejudices their ability to defend such action, suit or proceeding on behalf of such Indemnified Party. Such If any such action is brought against any Underwriter Indemnified Party and such Underwriter Indemnified Party notifies the Company and the Selling Stockholders of the commencement thereof, the Company and the Selling Stockholders may elect to assume the defense thereof, with counsel reasonably satisfactory to the Underwriter Indemnified Party. After notice from the Company and the Selling Stockholders to the Underwriter Indemnified Party of their election to assume the defense of such action, the Company and the Selling Stockholders shall not be liable to the Underwriter Indemnified Party under Section 5.1.1 for any legal or other expenses subsequently incurred by the Underwriter Indemnified Party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that such Underwriter Indemnified Party shall have the right to employ its its, or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company and the Selling Stockholders in connection with the defense of such action, or (ii) the Company and the Selling Stockholders shall not have employed counsel reasonably satisfactory to the Underwriter Indemnified Party to have charge of the defense of such action within a reasonable time after receiving notice of the action, suit, or proceeding, or (iii) such Underwriter Indemnified Party shall have reasonably concluded (based upon advice of counsel to such indemnified party) that there may be advanced by legal defenses available to it or them which are different from or additional to those available to the Company; providedCompany and the Selling Stockholders, however, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to such indemnified party) between such Underwriter Indemnified Party and the Company and the Selling Stockholders that makes it impossible or inadvisable for counsel to the Company and the Selling Stockholders to conduct the defense of the Underwriter Indemnified Party (in which case the Company shall not be obligated have the right to bear direct the defense of such action on behalf of the Underwriter Indemnified Party), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company and the Selling Stockholders. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company and the Selling Stockholders shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company and the Selling Stockholders shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancementor any claim whatsoever that is effected without their written consent; provided, reimbursementhowever, indemnification or contribution may be sought hereunder (whether or that if the Company and the Selling Stockholders do not such consent, and the Underwriter Indemnified Party is does not settle as a party thereto) unless result of such settlementwithholding of consent, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable then the Company and the Selling Stockholders agree unconditionally to assume any liabilities that are incurred as related to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out rejection of such action for which indemnification settlement or contribution may be sought and (ii) does not include a statement as to or an admission withholding of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyconsent.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.17.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have been advised by its counsel that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of . Notwithstanding anything to the terms of any settlement by contrary in this Section 7.1, the Company. The Company shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company agrees to indemnify the Underwriter Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Underwriter Indemnified Party shall have requested the Company to reimburse the Underwriter Indemnified Party for fees and expenses of counsel as contemplated by this Section 7.1, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Company of the aforesaid request and (ii) the Company shall not have reimbursed the Underwriter Indemnified Party in accordance with such request prior to the date of such settlement. The Company will not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriter Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such any Underwriter Indemnified Party is or could have been a party thereto) and indemnity could have been sought hereunder by such Underwriter Indemnified Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party Underwriter, a Selected Dealer or a controlling person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party or Selected Dealer shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)or Selected Dealer, as the case may be) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party Underwriter, Selected Dealer or controlling person shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter, Selected Dealer or controlling person unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)Underwriter, Selected Dealer and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and if the Underwriter, Selected Dealer or controlling person shall assume the defense of such action as provided that above, the Company has timely honored its obligations under Section 5, shall have the Underwriter Indemnified Party shall not enter into right to approve the terms of any settlement without the prior written consent (of such action which approval shall not be unreasonably withheld) . This indemnification provided for in this Section 5.1 shall not be available to any party who shall fail to give notice as provided in this Section 5.1.2 if the Company was unaware of the terms of any settlement proceeding to which such notice would have related and was actually prejudiced by the Companyfailure to give such notice; provided, however, that indemnification shall only be limited to the extent of such prejudice; provided, further, that, the omission so to notify the Company will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 5.1. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)indemnified party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancement, reimbursement, any indemnification is or contribution may be could have been sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) by any indemnified party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, indemnified party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceedings.

Procedure. If Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 11, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably delayed or withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably delayed or withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought sought, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If In the event of any action is brought such claim against any MERSANA Indemnitee or SNFX Indemnitee (individually, an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1“Indemnitee”), such Underwriter Indemnified Party Indemnitee shall promptly notify the Company other Party (the “Indemnifying Party”) in writing of the institution of such action claim and the Company Indemnifying Party shall assume manage and control, at its sole expense, the defense of such action, including the employment claim and fees its settlement; provided that the failure to so notify promptly shall not relieve the Indemnifying Party of counsel (subject its obligations under this Article 8 except to the approval extent of the actual prejudice suffered by such Indemnifying Party as a result of such Underwriter Indemnified failure. The Indemnitee shall cooperate with the Indemnifying Party (which approval shall not and may, at its option and expense, be unreasonably withheld)) represented in and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel participate in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyaction or proceeding. The Company Indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the Indemnifying Party’s written authorization. Notwithstanding the foregoing, if the Indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 8.1 or Section 8.2 may apply, the Indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be represented in any such action or proceeding by separate counsel at their expense; provided that the Indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the Indemnifying Party. The Indemnifying Party shall not effect any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, such claims without the prior written consent of the Underwriters (Indemnitee, which consent shall not be unreasonably withheld)withheld or delayed, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) settlement involves only the payment of money and includes an a complete and unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilitiesliability with respect thereto. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of faultMARKED BY [***], culpability or a failure to actHAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO MERSANA THERAPEUTICS, by or on behalf of any Underwriter Indemnified Party.INC. IF PUBLICLY DISCLOSED

Procedure. If any action Except as provided in the last paragraph of Section 2, each Company’s obligations under Section 2 shall be subject to the condition that the Reviewing Party shall have authorized such indemnification in the specific case by having determined that the indemnification is brought against an Underwriter Indemnified Party not precluded by circumstances described in respect Section 3 of which indemnity may this Agreement and Indemnitee is permitted to be sought against indemnified under the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party Applicable Standard of Conduct. Indemnitee shall promptly notify the Company in writing Holdings or AMCE, as applicable, of any notice Indemnitee receives that a Claim has been made (or threatened). Holdings or AMCE, as applicable, shall promptly call a meeting of the institution Board of such action Directors with respect to a Claim and shall use its best efforts to facilitate a prompt determination by the Company shall assume the defense of such action, including the employment and fees of counsel (subject Reviewing Party with respect to the approval of such Underwriter Indemnified Claim. Indemnitee shall be afforded the opportunity to make submissions to the Reviewing Party (which approval with respect to the Claim. Except as provided in this Section, any determination by the Reviewing Party shall be conclusive and binding on either Company, as applicable, and Indemnitee. If there has been no determination by the Reviewing Party within 90 days after a written Claim has been received by either Holdings or AMCE, as applicable, or if the Reviewing Party determines that Indemnitee substantively would not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to employ its commence litigation in the Court of Chancery in the State of Delaware seeking an initial determination by the court or their own counsel challenging any such determination by the Reviewing Party or any aspect thereof. Each Company hereby consents to service of process and to appear in any such caseproceeding. If Indemnitee has commenced legal proceedings, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced any determination made by the Company; provided, however, Reviewing Party that the Company Indemnitee would not be permitted to be indemnified under applicable law shall not be obligated to bear the reasonable fees binding and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which Indemnitee shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable required to reimburse Holdings or AMCE, as applicable, for any settlement Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of any action effected without its prior written consent (which shall not be unreasonably withheldappeal therefrom have been exhausted or lapsed). In additionIt shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to Holdings or AMCE, as applicable) that Indemnitee did not meet the Company Applicable Standard of Conduct, but the burden of proving such defense shall not, without be on the Companies. Neither the Reviewing Party’s failure to have made a determination prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out commencement of such action for which that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the Applicable Standard of Conduct nor an actual determination by Reviewing Party that Indemnitee did not meet the Applicable Standard of Conduct shall be a defense to the action or contribution may be sought and (ii) does create a presumption that Indemnitee did not include a statement as to or an admission meet the Applicable Standard of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified PartyConduct.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination termination: (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought sought; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to this Section 5.1.112, such Underwriter Party (the “Indemnified Party Party”) shall promptly notify the Company other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out to which the indemnity relates that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) the action includes both the Company and the Underwriter Indemnified Party as defendants and such Underwriter Indemnified Party shall have been advised by its counsel that there may be obligated defenses available to bear it which are different from or additional to those available to the Company which makes it impossible or inadvisable for the Company and such Underwriter Indemnified Party to be represented in the action by the same counsel (in which case the Company shall not have the right to direct the defense of such action on behalf of the Underwriter Indemnified Party), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party Parties who are party to such action (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the if any Underwriter Indemnified Party shall not enter into assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement without the prior written consent (of such action, which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have has the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced has been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) counsel to the Underwriter Indemnified Party or Parties has reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, All fees and provided that the Company has timely honored its obligations under Section 5, the expenses incurred by an Underwriter Indemnified Party shall not enter into any settlement without be reimbursed within 30 days of their respective invoices. The Company will have the prior written consent (which shall not be unreasonably withheld) of right to approve the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (such action, which approval shall not be unreasonably withheld). In additionwithheld or delayed, the Company and all Underwriter Indemnified Parties shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancementsettlement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination settlement (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may reasonably be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soParty. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless the Company has failed promptly to assume the defense and employ counsel for the benfit of the Underwriter Indemnified Persons or such Underwriter Indemnified Person shall have been advised that in the opinion of counsel that there is an actual conflict of interest that prevents the counsel designated by the Company and shall be advanced approved by the Company; provided, however, that Underwriers and engaged by the Company shall not be obligated to bear for the reasonable fees and expenses purpose of more than one firm of attorneys selected by representing the Underwriter Indemnified Party (in addition Party, to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the represent both such Underwriter Indemnified Party shall not enter into and any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement other person requested or proposed to requested by the Companysuch counsel. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If Promptly after receipt by an Indemnified Person of notice of the commencement of any action (including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to subsections (a) or (b) of this Section 7 (any such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 7 except under such subsection (a) or (b) to the extent that the Indemnifying Person is materially prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing Indemnifying Person of the institution of such action commencement thereof, the Indemnifying Person shall be entitled to participate in, and to the Company shall extent that it may wish, jointly with any other Indemnifying Person similarly notified, to assume the defense of thereof, with counsel reasonably satisfactory to such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such casePerson, and after notice from the fees and expenses of Indemnifying Person to such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5Person, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Party, shall without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settleeffect the settlement or compromise of, compromise or consent to the entry of any judgment in or otherwise seek to terminate with respect to, any pending or threatened action or claim in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter the Indemnified Party is a an actual or potential party theretoto such action or claim) unless such settlement, compromise, consent compromise or termination judgment (i) includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and claims liability arising out of such action for which indemnification or contribution may be sought claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (i) the Indemnifying Person has agreed to pay such fees and expenses, (ii) the Indemnifying Person shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding in a timely manner or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the Indemnifying Person, the Indemnifying Person shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Person). The Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not unreasonably be withheld, delayed or conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action or proceeding, subject to no further appeal, the Indemnifying Person shall indemnify and hold harmless such Indemnified Persons from and against any loss or liability by reason of such settlement or judgment.

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article Nine, such Underwriter Party (the "Indemnified Party Party") shall promptly notify the Company other Party (the "Indemnifying Party") in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may reasonably be sought against the Company pursuant to Section 5.1.15(a)(i), such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject reasonably satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soParty. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless the Company has failed promptly to assume the defense and employ counsel for the benefit of the Underwriter Indemnified Persons or such Underwriter Indemnified Person shall have been advised that in the opinion of counsel that there is an actual conflict of interest that prevents the counsel designated by the Company and shall be advanced approved by the Company; provided, however, that Underwriters and engaged by the Company shall not be obligated to bear for the reasonable fees and expenses purpose of more than one firm of attorneys selected by representing the Underwriter Indemnified Party (in addition Party, to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the represent both such Underwriter Indemnified Party shall not enter into and any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement other person requested or proposed to requested by the Companysuch counsel. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If The Party seeking indemnification (the "Indemnified Party") shall inform the other Party promptly of any action such Indemnifiable Claim which is brought against an Underwriter it and shall, to the extent such Indemnifiable Claim is brought by a third party, at the other Party's request, cooperate fully with the other Party in defending such Indemnifiable Claim. The Indemnified Party, at its expense, shall have the right to advise and consult on and participate in any related suit or proceeding, subject to the ultimate control of the Indemnifying Party. The other Party ("Indemnifying Party") shall have full control over the suit or proceedings, including the right to settle, through counsel of its choice who is reasonably acceptable to the Indemnified Party; provided, however, the Indemnifying Party will not, absent the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgement or enter into any settlement that (1) provides for any relief other than the payment of monetary damages for which the Indemnifying Party shall be solely liable and (2) where the claimant or plaintiff does not release the Indemnified Party from all liability in respect thereof. If the Indemnifying Party declines to accept control of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such claim or action, including the employment Indemnified Party may retain counsel at the expense of the Indemnifying Party and fees control the defense of counsel (subject to the claim or action, provided that the claim or action may not be settled by the Indemnified Party without the approval of such Underwriter Indemnified Party (the Indemnifying Party, which approval shall not be unreasonably withheld)) and payment withheld or delayed. If the Indemnifying Party elects to assume the defense of actual expenses if an Underwriter any claim or action, such party shall not settle the same without the consent of the Indemnified Party requests that if such settlement would impose any monetary or other material obligation or burden on the Company do so. Such Underwriter Indemnified Party shall have or require the right Indemnified Party to employ its submit to a temporary restraining order or their own counsel in an injunction or otherwise limit the Indemnified Party's rights under this Agreement. Any payment made by the Indemnifying Party to settle any such case, and the fees and expenses of such counsel claim or action shall be at the expense of the Company its own cost and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyexpense.

Procedure. If any action is brought against an Underwriter a Placement Agent Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.16(a)(i), such Underwriter Placement Agent Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Placement Agent Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter a Placement Agent Indemnified Party requests that the Company do so. Such Underwriter Placement Agent Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the such Placement Agent Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Placement Agent Indemnified Party (in addition to local counsel). Notwithstanding anything to ) shall be borne by the contrary contained hereinCompany, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement advanced by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters Placement Agent (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Placement Agent Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Placement Agent Indemnified Party, acceptable to such Underwriter Placement Agent Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Placement Agent Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party Upon written request by Indemnitee for indemnification pursuant to Section 2(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement to indemnification shall be made as follows: (i) if a Change of Control (as defined in Section 14) has occurred, by Independent Counsel (as defined in Section 14) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control has not occurred by one of the following, which shall be at the election of Indemnitee, (A) a majority vote of the directors of the Company who are not and were not a party to the Proceeding in respect of which indemnity may Indemnitee seeks indemnification (the "Disinterested Directors"); or (B) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at the time parties to the Proceeding (the "Disinterested Stockholders"); or (C) Independent Counsel in a written opinion to the Board, a copy of which shall be sought against delivered to Indemnitee (each individually, the "Determining Party"). If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within seven days after such determination. Indemnitee shall cooperate with the Determining Party with respect to Indemnitee's entitlement to indemnification, including providing to the Determining Party upon request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Determining Party shall be borne by the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing (irrespective of the institution of such action determination as to Indemnitee's entitlement to indemnification) and the Company shall assume the defense of such action, including the employment hereby indemnifies and fees of counsel (subject agrees to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyhold Indemnitee harmless therefrom.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter, unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; provided, however, that Company in connection with the defense of such action or (ii) the Company shall not have employed counsel to have charge of the defense of such action or (iii) such Indemnified Party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the Indemnified Party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by such Underwriter shall be borne by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained hereinCompanythe Company, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement advanced by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.16.1, such Underwriter Indemnified Party Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter Indemnified Party or such Selected Dealer, as the case may be) and payment of actual expenses. The Company agrees that it shall not, without the prior written consent of such Underwriter, Selected Dealer or Controlling Person (which approval consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement agreement, settle, compromise or consent to the entry of any judgment (or pay any amounts in respect thereof) in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional release of the Representative and payment each other indemnified party hereunder from all liability arising out of actual expenses if an Underwriter Indemnified Party requests that the Company do sosuch Proceeding. Such Underwriter Indemnified Party Underwriter, such Selected Dealer or Controlling Person shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer or Controlling Person unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person, taken together as a group, shall be borne by the Company. In no event shall the Company be liable for fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition additional to any local counsel)) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Notwithstanding anything to the contrary contained herein, and if any Underwriter, Selected Dealer or Controlling Person shall assume the defense of such action as provided that above, the Company has timely honored its obligations under Section 5, shall have the Underwriter Indemnified Party shall not enter into right to approve the terms of any settlement without the prior written consent (of such action which approval shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any action is brought against an Underwriter Indemnified proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article Eleven, such Underwriter Party (the "Indemnified Party Party") shall promptly notify the Company other Party (the "Indemnifying Party") in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the institution Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such action and counsel related to such proceeding. In any such proceeding, the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and but the fees and expenses of such counsel shall be at the expense of the Company Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall be advanced have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the Company; provided, however, that the Company shall not same counsel would be obligated inappropriate due to bear the reasonable actual or potential differing interests between them. All such fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyreimbursed as they are incurred. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent, but if settled with such consent (which shall not or if there be unreasonably withheld). In additiona final judgment for the plaintiff, the Company Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Party, settle, compromise or consent to the entry effect any settlement of any judgment in or otherwise seek to terminate any pending or threatened action proceeding in respect of which advancementthe Indemnified Party is, reimbursementor arising out of the same set of facts could have been, indemnification or contribution may be a party and indemnity could have been sought hereunder (whether or not such Underwriter by the Indemnified Party is a party thereto) Party, unless such settlement, compromise, consent or termination (i) settlement includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Party from all liabilities, expenses and liability on claims arising out that are the subject matter of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyproceeding.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (Party, which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.15.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably delayed or withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 54.7, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably delayed or withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably delayed or withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.