Common use of Indemnification of the Sponsor Clause in Contracts

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2, the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “Sponsor Affiliates”), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Sponsor Affiliates, if such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the Distributor and the Sponsor Affiliates shall each have the right to participate in the defense or preparation of the defense of such action at their own expense.

Indemnification of the Sponsor. (a) The Distributor agrees to indemnify, defend, Trust shall indemnify and hold harmless to the Sponsor, its several officers and directors and any person who controls fullest extent permitted by law the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2and its Affiliates, the Sponsorsuccessors, its officers and assigns, legal representatives, officers, directors, if anyemployees, agents and its controlling persons are collectively referred to as the servants (each a “Sponsor AffiliatesIndemnified Party”), free and harmless from and ) against any and all claims, demandslosses, liabilitiesliabilities and expenses, including but not limited to amounts paid in satisfaction of judgments or settlements, in compromise or as fines and penalties, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the by any Sponsor Affiliates may incur under the 1933 Act or under common law or otherwiseIndemnified Party, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such information required to Sponsor Indemnified Party may be stated or may have been involved as a party or otherwise or with which such Sponsor Indemnified Party may be or may have been threatened, while in the Registration Statement office or Prospectus or necessary to make such information not misleadingthereafter, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation reason of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on as a Sponsor Indemnified Party or by reason of his or her being or having been such a Sponsor Indemnified Party except with respect to any matter as to which such Sponsor Indemnified Party shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the Distributorreasonable belief that such Sponsor Indemnified Party’s part as action was in the Trust’s agent best interests of the Trust and except that has no Sponsor Indemnified Party shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Sponsor Indemnified Party, and provided further that any such indemnification will only be recoverable from the Trust Estate. All rights to indemnification permitted herein and payment of associated expenses shall not been expressly authorized be affected by the Sponsor in writing. The Distributor’s obligation dissolution or other cessation to indemnify exist of the Sponsor Affiliates is expressly conditioned upon Indemnified Party, or the Distributor being notified withdrawal, adjudication of bankruptcy or insolvency of the commencement Sponsor Indemnified Party, or the filing of any action brought a voluntary or involuntary petition in bankruptcy under Title 11 of the Code by or against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Sponsor Affiliates, if such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the Distributor and the Sponsor Affiliates shall each have the right to participate in the defense or preparation of the defense of such action at their own expenseIndemnified Party.

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2, the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “"Sponsor Affiliates”"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s 's part as the Trust’s 's agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s 's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ ' failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Sponsor Affiliates, if such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the Distributor and the Sponsor Affiliates shall each have the right to participate in the defense or preparation of the defense of such action at their own expense.

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (for purposes of this Section 3.2, the Sponsor, its controlling persons, and their respective officers and directors, if any, and its controlling persons directors are collectively referred to as the “Sponsor Affiliates”), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur incur, under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise arising out of or be based upon (i) any untrue under the statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Acttime-to-time, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in DenverHouston, Colorado, Texas and sent to the Distributor by the person against whom such action is brought within ten (10)( days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or omission, alleged untrue statement or omission, or alleged act or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right will be entitled to control assume the defense of any suit brought to enforce any such actionclaim, with demand or liability and to retain legal counsel of its own choosing, satisfactory to good standing chosen by the Distributor and approved by the Sponsor AffiliatesAffiliate (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliate, if the defendant or defendants in such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, suit shall bear the fees and in expenses of any other additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Sponsor Affiliate, or the Sponsor Affiliate does not approve of the counsel chosen by the Distributor (such approval not to be unreasonably withheld), the Distributor shall bear the fees and expenses of any counsel retained by the Sponsor Affiliate. The indemnification agreement contained in this Section 3.2 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Sponsor Affiliate and shall survive the sale of any Creation Units made pursuant to purchase orders obtained by the Distributor or the termination of this Agreement. This indemnification will inure exclusively to the benefit of the Sponsor Affiliate and its successors, assigns and estate. The Distributor shall promptly notify the Trust and the Sponsor Affiliates shall each have the right to participate in the defense or preparation of the defense commencement of such action at their own expenseany litigation or proceeding against the Distributor in connection with the issue and sale of any Creation Units.

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2, the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “Sponsor Affiliates”), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time-to-time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in DenverHouston, ColoradoTexas, and sent to the Distributor by the person against whom such action is brought within ten (10) days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right will be entitled to control assume the defense of any suit brought to enforce any such actionclaim, with demand or liability and to retain legal counsel of its own choosing, satisfactory good standing chosen by the Distributor and approved by the Sponsor Affiliates (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliates, if the defendant or defendants in such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, suit shall bear the fees and in expenses of any other additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Sponsor Affiliates or the Sponsor Affiliates do not approve of the counsel chosen by the Distributor (such approval not to be unreasonably withheld), the Sponsor Affiliates shall each have bear the right to participate fees and expenses of any counsel retained by it. The indemnification agreement contained in the defense this Section 3.2 shall remain operative and in full force and effect regardless of any investigation made by or preparation on behalf of the defense Sponsor Affiliates and shall survive the sale of such action at their own expenseany Creation Units of Shares made pursuant to purchase orders obtained by the Distributor. This indemnification will inure exclusively to the benefit of the Sponsor Affiliates and its successors, assigns and estate. The Distributor shall promptly notify the Sponsor Affiliates of the commencement of any litigation or proceeding against the Distributor in connection with the issue and sale of any Creation Units of Shares.

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2, the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “"Sponsor Affiliates”"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s 's part as the Trust’s 's agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s 's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ ' failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right will be entitled to control assume the defense of any suit brought to enforce any such actionclaim, with demand or liability and to retain legal counsel of its own choosing, satisfactory good standing chosen by the Distributor and approved by the Sponsor Affiliates (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliates, if the defendant or defendants in such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, suit shall bear the fees and in expenses of any other additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Sponsor Affiliates or the Sponsor Affiliates do not approve of the counsel chosen by the Distributor (such approval not to be unreasonably withheld), the Sponsor Affiliates shall each have bear the right to participate fees and expenses of any counsel retained by it. The indemnification agreement contained in the defense this Section 3.2 shall remain operative and in full force and effect regardless of any investigation made by or preparation on behalf of the defense Sponsor Affiliates and shall survive the sale of such action at their own expenseany Creation Units of Shares made pursuant to purchase orders obtained by the Distributor. This indemnification will inure exclusively to the benefit of the Sponsor Affiliates and its successors, assigns and estate. The Distributor shall promptly notify the Sponsor Affiliates of the commencement of any litigation or proceeding against the Distributor in connection with the issue and sale of any Creation Units of Shares.

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act Act, and their respective officers and directors (for purposes of this Section 3.2, the Sponsor, its controlling persons, and their respective officers and directors, if any, and its controlling persons directors are collectively referred to as the “"Sponsor Affiliates”"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur incur, under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise arising out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Acttime, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s 's part as the Trust’s 's agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s 's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, Colorado and sent to the Distributor by the person against whom such action is brought within ten 10 days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ ' failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or omission, alleged untrue statement or omission, or alleged act or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right will be entitled to control assume the defense of any suit brought to enforce any such actionclaim, with demand or liability and to retain legal counsel of its own choosing, satisfactory to good standing chosen by the Distributor and approved by the Sponsor AffiliatesAffiliate (such approval not to be unreasonably withheld). If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Sponsor Affiliate, if the defendant or defendants in such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, suit shall bear the fees and in expenses of any other additional counsel retained by any of them. In the event the Distributor and the Sponsor Affiliates shall each have the right does not elect to participate in the defense or preparation of assume the defense of any such action at their own expense.suit and retain counsel of good standing approved by the Sponsor Affiliate, or the Sponsor Affiliate does not approve of the counsel chosen by the Distributor (such approval not to be unreasonably withheld), the Distributor shall bear the fees and expenses of any counsel retained by the Sponsor Affiliate. The indemnification agreement contained in

Indemnification of the Sponsor. The Distributor agrees to indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2, the Sponsor, its officers and directors, if any, and its controlling persons are collectively referred to as the “"Sponsor Affiliates”"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s 's part as the Trust’s 's agent that has not been expressly authorized by the Sponsor in writing. writing The Distributor’s 's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ ' failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Sponsor Affiliates, if such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the Distributor and the Sponsor Affiliates shall each have the right to participate in the defense or preparation of the defense of such action at their own expense.

Indemnification of the Sponsor. The Distributor agrees to ------------------------------ indemnify, defend, and hold the Sponsor, its several officers and directors and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes of this Section 3.2, the Sponsor, its officers and directors, --- if any, and its controlling persons are collectively referred to as the “"Sponsor Affiliates”"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any counsel fees reasonably incurred in connection therewith) which the Sponsor Affiliates may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense shall arise out of or be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Sponsor for use in the Registration Statement or Prospectus in effect from time to time under the 1933 Act, or (ii) any omission or alleged omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading, it being understood that the Sponsor will rely upon the information provided by the Distributor for use in the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s 's part as the Trust’s 's agent that has not been expressly authorized by the Sponsor in writing. The Distributor’s 's obligation to indemnify the Sponsor Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Sponsor Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Denver, Colorado, and sent to the Distributor by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The Sponsor Affiliates’ ' failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Sponsor Affiliates by reason of any such untrue statement or omission or alleged untrue statement or omission on the part of the Distributor independent of this indemnification. The Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Sponsor Affiliates, if such action is based solely upon such untrue statement or omission or alleged untrue statement or omission on its part, and in any other event the Distributor and the Sponsor Affiliates shall each have the right to participate in the defense or preparation of the defense of such action at their own expense.