Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party Agreement shall have notified notify promptly the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action or proceeding with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party notice shall have received notice of such service upon any designated agent), but failure to notify not relieve the indemnifying party of any such claim its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party against whom a conflict of interest between such action is brought under indemnified and indemnifying parties may exist in respect of such claim, to assume the indemnification provision of this Article VIIIdefense thereof (alone or jointly with any other indemnifying party similarly notified), except to the extent that the failure it chooses, with counsel reasonably satisfactory to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After and after notice from the indemnifying party to the such indemnified party of the indemnifying party's election to assume the defense thereofthat it so chooses, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1i) if the indemnifying party and fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) business days after receiving notice from such indemnified party that the indemnified party have mutually agreed believes it has failed to the retention of such counsel do so; or (ii) the named parties to if such indemnified party who is a defendant in any such action or proceeding (including any impleaded parties) include both which is also brought against the indemnifying party and reasonably shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party and which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel would is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded, based on the advice of counsel, that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate due to actual or potential differing interests between them. The under applicable standards of professional conduct) and the indemnifying party shall not be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any proceeding effected without its written consent but if settled judgment with such consent respect to, any pending or if there be a final judgment for (to the plaintiff, knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party agrees is an actual or potential party to indemnify such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated (a) In the event of any Action (whether asserted or commenced prior to provide or after the Effective Time) as to which indemnification under this Article VIII ("indemnifying party" for the purpose of this will be sought pursuant to Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified 14.1, 14.2 or 14.3, the indemnifying party shall be entitled to participate in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)and, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that it may wish, to assume the failure to notify results in the failure of actual notice to defense thereof with counsel selected by the indemnifying party and such indemnifying party is damaged solely reasonably acceptable to the indemnified Person; provided that the indemnified Person shall have the right to participate in those proceedings and to be represented by counsel of its own choosing at the indemnified Person's sole cost and expense; provided, however, that, if any indemnified Person (or group of indemnified Persons) reasonably believes that, as a result of the failure an actual or potential conflict of interest, it is advisable for such indemnified Person (or group of indemnified Persons) to give such notice. In addition, any failure be represented by the indemnified party to notify any indemnifying party of any such claim shall not relieve separate counsel or if the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled fail to assume the defense thereofresponsibility for such defense, such indemnified Person (or group of indemnified Persons) will act in good faith with respect to such Action and may retain counsel satisfactory to the party named in the action. After notice from the indemnifying party to the such indemnified party Person (or group of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by itPersons) who will represent such indemnified Person or Persons, and the indemnifying party will not be liable to shall pay all reasonable fees and expenses of such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) counsel promptly as statements therefor are received. The indemnified Persons and the indemnifying party and shall use their respective best efforts to assist in the indemnified party have mutually agreed to the retention vigorous defense 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 same counsel would be inappropriate due to actual or potential differing interests between themmatter. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent but if settled with shall not be unreasonably withheld. The indemnifying party may settle or compromise the Action without the prior written consent of the indemnified Person so long as any settlement or compromise of the Action includes an unconditional release of the indemnified Person from all claims that are the subject of that Action, provided, however, that the indemnifying party may not agree to any such settlement or compromise that includes any remedy or relief (other than monetary damages for which the indemnifying party shall be responsible under this Article) applying to or against the indemnified Person, without the prior written consent or if there of the indemnified Person (which consent shall not be a final judgment for unreasonably withheld). Notwithstanding the plaintiffother provisions of this Article, the indemnifying party agrees shall have no obligation under this Article to indemnify the any indemnified party from Person when and against any loss or liability by reason if a court of competent jurisdiction shall ultimately determine, in a decision constituting a final determination, that such settlement or judgment. A successor by law of the parties to this Agreement shall be indemnified Person is not entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect V, the indemnified party will, if a resulting claim is to any claim be made or may be made against a party entitled and indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (ii) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated In case any proceeding (including any -------------------------- governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to provide indemnification under this Article VIII either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party" for ") in writing and the purpose indemnifying party, upon request of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for , shall retain counsel reasonably satisfactory to the purpose of this Section 8.4) unless such indemnified party shall have notified to represent the indemnified party and any others the indemnifying party may designate in writing within a reasonable time after such proceedings and shall pay the summons or other first legal process giving information fees and disbursements of the nature such counsel relating to such proceeding. The failure of the claim have been served upon such an indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim with respect to a particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) which it may have pursuant to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Agreement if the indemnifying party and is not substantially prejudiced by such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to so notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability it or (ii) which it may have to the indemnified party against whom the action is brought otherwise than on account of pursuant to this indemnification provisionAgreement. In case any such action is brought against the indemnified partyproceeding, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the any indemnified party shall bear have the right to retain its own counsel, but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel counsel, or (ii) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or an Affiliate of such indemnified party and any indemnifying party or an Affiliate of such indemnifying party, (B) there may be one or more defenses available to such indemnified party or such Affiliate of such indemnified party that are different from or additional to those available to any indemnifying party or such Affiliate of any indemnifying party and (C) such indemnified party shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or such Affiliate of such indemnified party and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, it being understood, however, that unless there exists a conflict among indemnified party and representation of both parties, the indemnifying parties by shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same counsel would jurisdiction, arising out of the same general allegations or circumstances, be inappropriate due to actual or potential differing interests between themliable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but (which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the each indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor No indemnifying party shall, without the prior written consent of any indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party and indemnity could have been sought hereunder by law such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on all claims that are the parties to this Agreement shall be entitled to the benefits subject matter of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination such proceeding with no payment by such indemnified party of this Agreementconsideration.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose preceding paragraphs of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless 2, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent), action; but failure the omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and unless such indemnifying party is damaged solely as a result of the failure to give prejudiced by such noticeomission. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (1i) in the reasonable opinion of counsel for the indemnification party a conflict of interest exists between the indemnified party and indemnifying party, (ii) the indemnified party reasonably objects to such assumption on the basis that there may be defenses available to it which are different from or in addition to the defenses available to the indemnifying party, (iii) the indemnifying party has failed to timely assume the defense of any such action or proceeding or (iv) the indemnifying party and its counsel do not actively and vigorously pursue the indemnified party have mutually agreed to the retention defense of such counsel action . Whether or (ii) the named parties to any not such proceeding (including any impleaded parties) include both defense is assumed by the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffparty, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. An indemnifying party who elects not to assume the defense of an action or where a potential conflict of interest or other defenses may be available, shall not be obligated to pay the fees and expenses of more than one counsel and local counsel where appropriate for all parties indemnified by such indemnifying party with respect to such action, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action. Cost and expenses incurred by the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled reimbursed, from time to time, by the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementCompany as and when bills are received or expenses are incurred.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an Indemnitee of written notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made pursuant to this Section 3.4, such Indemnitee will, if a claim in respect thereof is to be made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action or proceeding; provided that the failure of the claim have been served upon such indemnified party (or after such party shall have received Indemnitee to give notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIIISection 3.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the materially prejudiced by such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action or proceeding is brought against the indemnified partyan Indemnitee, the indemnifying party will be entitled to participate, participate in and to assume the defense thereof (at its own expense), in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, unless (1) such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party and does not assume the indemnified party have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due shall, subject to actual or potential differing interests between them. The indemnifying party shall not Section 3.4.4 (if applicable), be liable for any settlement reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Coordination Committee in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any proceeding effected judgment without its the prior written consent but if settled with such consent or if there be a final judgment for of the plaintiffIndemnitee, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of unless such settlement or judgment. A successor judgment (a) includes as an unconditional term thereof the giving by law the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (b) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the parties to this Agreement shall imposition of financial obligations for which such Indemnitee will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified hereunder.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)III, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party will, if a resulting claim is to be made or may be made against whom such action is brought under the indemnification provision of this Article VIIIand indemnifying party, except to the extent that the failure to notify results in the failure of actual give written notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such noticecommencement of the action. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action's defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party's expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 12 of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against the indemnifying party in writing within a reasonable time after under this Section 12, notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionparty. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense thereof. The , subject to the provisions herein stated, and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 12 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party shall not pursue the action to its final conclusion. The indemnified party 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 not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided, however, that if the indemnified party have mutually agreed to is a Warrantholder or a holder of Warrant Shares or a person who controls a Warrantholder or a holder of Warrant Shares within the retention meaning of the Act, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) the named parties to any such proceeding (action, including any impleaded parties) , include both a Warrantholder or a holder of Warrant Shares or such controlling person and the indemnifying party and a Warrantholder or a holder of Warrant Shares or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to a Warrantholder or a holder of Warrant Shares or controlling person which are not available to or in conflict with any legal defenses which may be available to the indemnified indemnifying party and representation of both parties by (in which case the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action on behalf of a Warrantholder or a holder of Warrant Shares or such controlling person, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any the reasonable fees and expenses of more than one separate firm of attorneys for the Warrantholder, the holders of the Warrant Shares and controlling persons, which firm shall be designated in writing by a majority in interest of such holders and controlling persons based upon the value of the securities included in the Registration Statement). No settlement of any proceeding effected action against an indemnified party shall be made without its written the consent but if settled with such consent or if there be a final judgment for of the plaintiff, indemnified and the indemnifying party agrees parties, which shall not be unreasonably withheld in light of all factors of importance to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparties.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under in the preceding Sections of this Article VIII ("ARTICLE V, the indemnified party will, if a resulting claim is to be made or may be made against and indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect , give written notice to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIIARTICLE V, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (b) the indemnifying party has not assumed the defense and the indemnified party have mutually agreed to the retention employed counsel within 20 days after notice of any such counsel action or proceeding, or (iic) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained (in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementeach case other than customary confidentiality obligations).

Indemnification Procedures. Any person obligated to provide indemnification 10.3.1 Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for X of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions any action or proceeding evidenced by service of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless process or other legal pleading, such indemnified party shall have notified will, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify in writing within a reasonable time after the summons or other first legal process giving information indemnifying party of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)commencement thereof, but failure the omission so to notify the indemnifying party of (i) will not relieve it from any liability that it may have to any indemnified party under this Article X unless and to the extent that the indemnifying party has been prejudiced in any material respect by such claim shall omission and (ii) will not relieve the indemnifying party from any liability which that it may have to the any indemnified party against whom other than under this Article X. If any such action is or proceeding shall be brought under against any indemnified party and it shall notify the indemnification provision indemnifying party of this Article VIIIthe commencement thereof, except the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the failure defense thereof with counsel reasonably satisfactory to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party (who shall not, except with the consent of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, be counsel to the indemnifying party will be entitled to participateparty), at its own expenseand, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Article X for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) shall include both the an indemnifying party and an indemnified party and the indemnified party and representation shall have been advised by counsel that there may be one or more defenses available to such indemnified party that are different from or additional to those available to the indemnifying party (in which case, if the indemnified party notifies the indemnifying party that it wishes to employ separate counsel at the expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party (who shall promptly pay all such expenses as incurred), the indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for have the plaintiff, right to assume the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason defense of such settlement action or judgment. A successor by law proceeding on behalf of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch indemnified party).

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party Agreement shall have notified promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action or proceeding of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party notice shall have received notice of such service upon any designated agent), but failure to notify not relieve the indemnifying party of any such claim its obligations hereunder, except and only to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party against whom a conflict of interest between such action is brought under indemnified and indemnifying parties may exist in respect of such claim, to assume the indemnification provision of this Article VIIIdefense thereof (alone or jointly with any other indemnifying party similarly notified), except to the extent that the failure it chooses, with counsel reasonably satisfactory to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in connection with such assumption the indemnifying parties provide the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses parties a full release of any additional counsel retained by itcosts or other expenses in connection therewith), and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1a) if the indemnifying party and fails to take reasonable steps necessary to defend diligently the action or proceeding within 15 Business Days after receiving notice from such indemnified party that the indemnified party have mutually agreed believes it has failed to the retention of such counsel do so; or (iib) the named parties to if such indemnified party who is a defendant in any such action or proceeding (including any impleaded parties) include both which is also brought against the indemnifying party and shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party and which are not available to the indemnifying party; or (c) if representation of both parties by the same counsel would be is otherwise inappropriate due under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to actual assume or potential differing interests between them. The continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffexpenses therefor, in which case the indemnifying party agrees shall pay or reimburse such legal or other expenses as they are incurred. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to indemnify the entry of any judgment with respect to, any action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of any indemnified party and (iii) does not and is not likely to materially adversely affect the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)III, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party will, if a resulting claim is to be made or may be made against whom such action is brought under the indemnification provision of this Article VIIIan indemnifying party, except to the extent that the failure to notify results in the failure of actual give written notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such noticecommencement of the action. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action's defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party's expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an Indemnitee of written notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made pursuant to this Section 2.4, such Indemnitee will, if a claim in respect thereof is to be made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action or proceeding; provided that the failure of the claim have been served upon such indemnified party (or after such party shall have received Indemnitee to give notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIIISection 2.4, except to the extent and only to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and is materially prejudiced by such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action or proceeding is brought against the indemnified partyan Indemnitee, the indemnifying party will be entitled to participate, participate in and to assume the defense thereof (at its own expense), in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, unless (1) such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party and does not assume the indemnified party have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by (a) the Initiating Investors in the case of a registration initiated pursuant to Section 2.1 or (b) in all other cases, the Majority Investors. No indemnifying party will settle any action or proceeding or consent to the entry of any proceeding effected judgment without its the prior written consent but if settled with such consent or if there be a final judgment for of the plaintiffIndemnitee, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of unless such settlement or judgment. A successor judgment (i) includes as an unconditional term thereof the giving by law the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (ii) does not include any admission as to fault or culpability on the part of any Indemnitee and (iii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the parties to this Agreement shall imposition of financial obligations for which such Indemnitee will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified hereunder.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect V, the indemnified party will, if a resulting claim is to any claim be made or may be made against a party entitled any indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (ii) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("in Section 3.4(a) and Section 3.4(b), the indemnified party will, if a resulting claim is to be made or may be made against and indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect , give written notice to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIISection 3.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent (but such consent not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (ii) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for a) In the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to event that any claim made against shall be asserted by any Person in respect of which payment may be sought under Sections 8.1. or 8.3 hereof (each, a party entitled to indemnification under this Article VIII ("indemnified party" for “Claim”), the purpose of this Section 8.4) unless such indemnified party shall have notified reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party. The indemnifying party shall have received notice the right, at its sole option and expense, to be represented by counsel of such service upon any designated agent)its choice, but failure which must be reasonably satisfactory to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the indemnifying party will be entitled elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder or contests its obligation to indemnify the indemnified party for such Damages under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable out-of-pocket expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense thereof. The indemnifying of such Claim; provided, however, that such indemnified party also shall be entitled to assume participate in any such defense with separate counsel at the defense thereof, with counsel satisfactory to expense of the indemnifying party named in the action. After notice from if (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential exists between Stock Purchase Agreement by and among Vivo Participações S.A. and Telemar Norte Leste S.A. the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to that would make such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with separate representation advisable; and provided, further, that the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any proceeding effected such Claim; however, Seller, in view of their financial interests in the outcome of the Claim, may, at their discretion, exhaust all legal remedies and defense means. No indemnifying party shall agree to the terms of any compromise or settlement of any action without its the prior written consent but if settled with of the indemnified party unless such consent compromise or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify settlement (x) includes an unconditional release of the indemnified party from all liability arising from such action and against (y) does not include a statement as to or admission of fault, culpability or failure to act by or on behalf of any loss or liability by reason of such settlement or judgmentindemnified party. A successor by law of the parties to this Agreement No indemnifying party shall be entitled required to indemnify any indemnified Party for any amount paid or payable by any indemnified party in the benefits settlement of any action, proceeding or investigation without the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination written consent of this Agreementindemnifying party to such settlement.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 10 of notice of the purpose threat or commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)thereof, but failure the omission to notify the indemnifying party of any such claim shall will not relieve the such indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 10 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of the such failure to give promptly notify. Such notice shall describe in reasonable detail such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionclaim. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may elect by written notice delivered to such indemnified party within 30 days of such indemnifying party also shall be entitled party’s receipt of notice of such action from such indemnified party, jointly with all other indemnifying parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, (i) if the indemnifying party named has failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such proceeding or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, in any such case, the indemnified party or parties shall have the right to select separate counsel to assume or assert, as the case may be, such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, of such action and approval by the indemnified party shall bear the fees and expenses of any additional counsel retained by itcounsel, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 10 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnified party shall have employed such counsel in connection with the assumption or assertion, as the case may be, of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in any jurisdiction (and as required, local counsels), reasonably satisfactory to such indemnifying party, representing the indemnified party), (ii) the indemnifying party and shall not have employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention represent such indemnified party within a reasonable time after notice of such counsel commencement of action or (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party shall have authorized in writing the employment of counsel for such indemnified person, in each of which cases the reasonable fees and expenses of counsel shall be at the indemnified party and representation expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected action without its written consent but if settled with such consent or if there consent. In no event shall any indemnifying party be a final judgment for the plaintiff, liable in respect of any amounts paid in settlement of any action unless the indemnifying party agrees to indemnify shall have approved in writing the terms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such proceeding unless such settlement or judgment. A successor by law compromise includes an unconditional release of the parties to this Agreement shall be entitled to the benefits such indemnified party from all liability arising out of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch Action.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of in this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless 2.9, such indemnified party shall have notified will, if a claim in respect thereof is made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of the claim have been served upon such action. The failure of any indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the an indemnifying party of any such claim action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability which in respect of such action that it may have to the such indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionhereunder. In case any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement responsible for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless (1) however, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party and party, or that such claim or litigation involves or could have an effect upon matters beyond the indemnified party have mutually agreed to scope of the retention of such counsel or (ii) indemnity agreement provided hereunder, the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable have the right to assume the defense of such action on behalf of such indemnified party (but shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for counsel retained by the plaintiff, indemnified party which is reasonably related to the matters covered by the indemnity agreement provided hereunder. If the indemnifying party agrees is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to indemnify pay the indemnified party from fees and against any loss or liability by reason expenses of more than one counsel with respect to such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementclaim.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII Agreement shall promptly, and in any event within five ("indemnified party" for the purpose of this Section 8.45) unless such indemnified party shall have notified Business Days, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action, proceeding or investigation of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party notice shall have received notice of such service upon any designated agent), but failure to notify not relieve the indemnifying party of any such claim its obligations hereunder, except and only to the extent the indemnifying party is materially prejudiced thereby, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein at its own expense and, unless in the indemnified party against whom party’s reasonable judgment a conflict of interest exists in respect of such action is brought under Loss, to assume and direct the indemnification provision of this Article VIIIdefense thereof, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In additionit so chooses, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have with counsel reasonably satisfactory to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the such indemnified party of the indemnifying party's election that it chooses to assume and direct the defense thereofof such an action, the indemnified party shall bear the fees and expenses of any additional counsel retained by itproceeding or investigation, and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs thereof, provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of investigationsuch claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (1A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party have mutually agreed has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the retention of such counsel indemnifying party, or (iiD) in the named parties to reasonable judgment of any such proceeding Person (including any impleaded partiesbased upon advice of its counsel) include both a conflict of interest may exist between such Person and the indemnifying party and with respect to such claims (in which case, if the indemnified Person notifies the indemnifying party and representation in writing that such Person elects to employ separate counsel at the expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person, but shall always be liable for any permitted to participate in such defense. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any proceeding effected without its written consent but if settled judgment with respect to, any action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such consent action or if there be a final claim) unless such settlement, compromise or judgment for the plaintiff, the indemnifying party agrees to indemnify (i) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of any indemnified party and (iii) does not and is not likely to materially adversely affect the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party Agreement shall have notified notify promptly the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action or proceeding with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party notice shall have received notice of such service upon any designated agent), but failure to notify not relieve the indemnifying party of any such claim its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party against whom a conflict of interest between such action is brought under indemnified and indemnifying parties may exist in respect of such claim, to assume the indemnification provision of this Article VIIIdefense thereof (alone or jointly with any other indemnifying party similarly notified), except to the extent that the failure it chooses, with counsel reasonably satisfactory to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After and after notice from the indemnifying party to the such indemnified party of the indemnifying party's election to assume the defense thereofthat it so chooses, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1i) if the indemnifying party and fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) business days after receiving notice from such indemnified party that the indemnified party have mutually agreed believes it has failed to the retention of such counsel do so; or (ii) the named parties to if such indemnified party who is a defendant in any such action or proceeding (including any impleaded parties) include both which is also brought against the indemnifying party and shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party and which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel would is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded, based on the opinion of counsel, that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate due to actual or potential differing interests between them. The under applicable standards of professional conduct) and the indemnifying party shall not be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any proceeding effected without its written consent but if settled judgment with such consent respect to, any pending or if there be a final judgment for (to the plaintiff, knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party agrees is an actual or potential party to indemnify such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an Indemnitee of written notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made pursuant to this Section 6.4, such Indemnitee will, if a claim in respect thereof is to be made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action or proceeding; provided that the failure of the claim have been served upon such indemnified party (or after such party shall have received Indemnitee to give notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIIISection 6.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the materially prejudiced by such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action or proceeding is brought against the indemnified partyan Indemnitee, the indemnifying party will be entitled to participate, participate in and to assume the defense thereof (at its own expense), in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, unless (1) such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party and does not assume the indemnified party have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Principal Participating Holders in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any proceeding effected judgment without its the prior written consent but if settled with such consent or if there be a final judgment for of the plaintiffIndemnitee, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of unless such settlement or judgment. A successor judgment (i) includes as an unconditional term thereof the giving by law the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the parties to this Agreement shall imposition of financial obligations for which such Indemnitee will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified hereunder.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party Agreement shall have notified notify promptly the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action or proceeding of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party notice shall have received notice of such service upon any designated agent), but failure to notify not relieve the indemnifying party of any such claim its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party against whom a conflict of interest between such action is brought under indemnified and indemnifying parties may exist in respect of such claim, to assume the indemnification provision of this Article VIIIdefense thereof (alone or jointly with any other indemnifying party similarly notified), except to the extent that the failure it chooses, with counsel reasonably satisfactory to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in connection with such assumption the indemnifying parties provide the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses parties a full release of any additional counsel retained by itcosts or other expenses in connection therewith), and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1a) if the indemnifying party and fails to take reasonable steps necessary to defend diligently the action or proceeding within 15 Business Days after receiving notice from such indemnified party that the indemnified party have mutually agreed believes it has failed to the retention of such counsel do so; or (iib) the named parties to if such indemnified party who is a defendant in any such action or proceeding (including any impleaded parties) include both which is also brought against the indemnifying party and shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party and which are not available to the indemnifying party; or (c) if representation of both parties by the same counsel would be is otherwise inappropriate due under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to actual assume or potential differing interests between them. The continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffexpenses therefor, in which case the indemnifying party agrees shall pay or reimburse such legal or other expenses as they are incurred. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to indemnify the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of any indemnified party and (iii) does not and is not likely to materially adversely affect the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated In connection with any indemnification provided pursuant to provide indemnification under this Article VIII ("indemnifying party" for Agreement, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified may make claims for indemnification by giving written notice thereof to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received it receives notice of such service upon any designated agent)a third-party claim or liability being asserted, but the failure to notify the indemnifying party of any such claim do so shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that it is materially prejudiced by the failure to notify results or delay in giving such notice. Such notice shall summarize the failure of actual notice to bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party and such indemnifying party is damaged solely as a result of the failure to shall give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against whom any third-party claim or liability at its own cost and expense. If the action is brought otherwise than on account indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of this indemnification provisionnotice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. In case any such action is brought The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party will be entitled is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to participate, fully participate in the defense of a third-party claim or liability at its own expenseexpense directly or through counsel; provided, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofhowever, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel or (ii) that if the named parties to any such the action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party, and the indemnified party and is advised that representation of both parties by the same counsel would be inappropriate due under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to actual dispute and defend a third-party claim or potential differing interests between themliability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall not be liable for have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify (i) fully releases the indemnified party from any liability and against provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss or liability by reason of such settlement or judgment. A successor by law of for which the parties to this Agreement shall indemnifying party may be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementliable under its indemnification.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an Indemnitee of written notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made pursuant to this Section 3.4, such Indemnitee will, if a claim in respect thereof is to be made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action or proceeding; provided that the failure of the claim have been served upon such indemnified party (or after such party shall have received Indemnitee to give notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIIISection 3.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the materially prejudiced by such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action or proceeding is brought against the indemnified partyan Indemnitee, the indemnifying party will be entitled to participate, participate in and to assume the defense thereof (at its own expense), in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, unless (1) such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party and does not assume the indemnified party have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Principal Participating Holders in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any proceeding effected judgment without its the prior written consent but if settled with such consent or if there be a final judgment for of the plaintiffIndemnitee, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of unless such settlement or judgment. A successor judgment (i) includes as an unconditional term thereof the giving by law the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the parties to this Agreement shall imposition of financial obligations for which such Indemnitee will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified hereunder.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party Agreement shall have notified notify promptly the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action or proceeding with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party notice shall have received notice of such service upon any designated agent), but failure to notify not relieve the indemnifying party of any such claim its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party against whom a conflict of interest between such action is brought under indemnified and indemnifying parties may exist in respect of such claim, to assume the indemnification provision of this Article VIIIdefense thereof (alone or jointly with any other indemnifying party similarly notified), except to the extent that the failure it chooses, with counsel reasonably satisfactory to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in connection with such assumption the indemnifying parties provide the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses parties a full release of any additional counsel retained by itcosts or other expenses in connection therewith), and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1a) if the indemnifying party and fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) Business Days after receiving notice from such indemnified party that the indemnified party have mutually agreed believes it has failed to the retention of such counsel do so; or (iib) the named parties to if such indemnified party who is a defendant in any such action or proceeding (including any impleaded parties) include both that is also brought against the indemnifying party and shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party and which are not available to the indemnifying party; or (c) if representation of both parties by the same counsel would be is otherwise inappropriate due under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to actual assume or potential differing interests between them. The continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall not be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any proceeding effected without its written consent but if settled judgment with such consent respect to, any pending or if there be a final judgment for (to the plaintiff, knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party agrees is an actual or potential party to indemnify such action or claim) unless such settlement, compromise or judgment (x) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim, (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of any indemnified party and (z) does not and is not likely to materially adversely affect the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for ‎7 of notice of the purpose threat or commencement of this Section 8.4) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a an indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified ‎7, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)thereof, but failure the omission to notify the indemnifying party of any such claim shall will not relieve the such indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except ‎7 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of the such failure to give promptly notify. Such notice shall describe in reasonable detail such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionclaim. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may elect by written notice delivered to such indemnified party within thirty days of such indemnifying party also shall be entitled party's receipt of notice of such action from such indemnified party, jointly with all other indemnifying parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, (a) if the indemnifying party named has failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such proceeding or (b) if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, in any such case, the indemnified party or parties shall have the right to select separate counsel to assume or assert, as the case may be, such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, of such action and approval by the indemnified party shall bear the fees and expenses of any additional counsel retained by itcounsel, and the indemnifying party will not be liable to such indemnified party under this Agreement Article ‎7 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnified party shall have employed such counsel in connection with the assumption or assertion, as the case may be, of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in any jurisdiction (and as required, local counsels), reasonably satisfactory to such indemnifying party, representing the indemnified party), (ii) the indemnifying party and shall not have employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention represent such indemnified party within a reasonable time after notice of such counsel commencement of action or (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party shall have authorized in writing the employment of counsel for such indemnified person, in each of which cases the reasonable fees and expenses of counsel shall be at the indemnified party and representation expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected action without its written consent but if settled with such consent or if there consent. In no event shall any indemnifying party be a final judgment for the plaintiff, liable in respect of any amounts paid in settlement of any action unless the indemnifying party agrees to indemnify shall have approved in writing the terms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such proceeding unless such settlement or judgment. A successor by law compromise includes an unconditional release of the parties to this Agreement shall be entitled to the benefits such indemnified party from all liability arising out of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch litigation or proceeding.

Indemnification Procedures. Any person obligated In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to provide indemnification under this Article VIII either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party" for ") in writing and the purpose indemnifying party, upon request of this Section 8.4) the indemnified party, shall not be liable under retain counsel reasonably satisfactory to the indemnification provisions indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of this Article VIII such counsel relating to such proceeding. The failure of an indemnified party to notify an indemnifying party with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) which it may have pursuant to this Agreement if the indemnified indemnifying party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that not substantially prejudiced by the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability or (ii) which it may have to the indemnified party against whom the action is brought otherwise than on account of pursuant to this indemnification provisionAgreement. In case any such action is brought against the indemnified partyproceeding, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the any indemnified party shall bear have the right to retain its own counsel, but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1A) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iiB) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or parties or (C) (I) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and any indemnifying party or an Affiliate of such indemnified party or parties or of any indemnifying party, (II) there may be one or more defenses available to such indemnified party or parties or such Affiliate of such indemnified party or parties that are different from or additional to those available to any indemnifying party or such Affiliate of any indemnifying party and (III) such indemnified party or parties shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or parties or such Affiliate of such indemnified party or parties and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party or parties notifies the indemnifying party or parties in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying parties, it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themparties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but 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 or parties from and against any loss or liability by reason of such settlement or judgment. A successor by law No indemnifying party shall, without the prior written consent of the parties to this Agreement shall be entitled to indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party, and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the benefits subject matter of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch proceeding.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect V, the indemnified party will, if a resulting claim is to any claim be made or may be made against a party entitled any indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually and materially prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigationsuch counsel shall be at such indemnified party’s expense unless the employment of such counsel has been specifically authorized in writing by the indemnifying party, unless which authorization shall not be unreasonably withheld, (1ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (ii) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 10 of notice of the purpose threat or commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)thereof, but failure the omission to notify the indemnifying party of any such claim shall will not relieve the such indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 10 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of the such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionpromptly notify. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel reasonably satisfactory to the indemnified party, that there may be a conflict of interest between the positions of the indemnifying party named and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, of such action and approval by the indemnified party shall bear the fees and expenses of any additional counsel retained by itcounsel, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 10 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party and shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified party have mutually agreed parties who are parties to the retention of such counsel action) or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and representation expenses of both parties by counsel shall be at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected action without its written consent but if settled with such consent or if there consent. In no event shall any indemnifying party be a final judgment for the plaintiff, liable in respect of any amounts paid in settlement of any action unless the indemnifying party agrees to indemnify shall have approved in writing the terms of such settlement; provided, that such consent shall not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementproceeding.

Indemnification Procedures. Any person obligated Promptly after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, individually, an "Indemnitee") under Section 6(a) or 6(b) hereof of notice of the commencement of any action, such Indemnitee will, if a claim in respect thereof is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified clause, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which that it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, any Indemnitee except to the extent that the failure to notify results such omission resulted in the failure of actual notice detriment to the indemnifying party and party, nor shall such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not omission relieve the indemnifying party from any liability which it may have to any Indemnitee otherwise than under such clauses. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party against whom the action is brought otherwise than on account a release from all liability in respect of this indemnification provisionsuch claim or litigation. In case any such action is shall be brought against any Indemnitee, and it shall notify the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel satisfactory to the party named in the action. After such Indemnitee, and after notice from the indemnifying party to the indemnified party such Indemnitee of the indemnifying party's its election to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party Indemnitee under this Agreement such clause for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided, unless (1) however, that the Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party and party. Notwithstanding the indemnified party have mutually agreed to foregoing, if 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffCompany is an Indemnitee, the indemnifying party agrees to indemnify Company shall designate the indemnified party from one counsel, and against any loss or liability in all other circumstances, the one counsel shall be designated by reason a majority in interest based upon the aggregate amount of such settlement or judgment. A successor by law Registrable Securities of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIIIIndemnitees. The indemnification provisions contained in this Article VIII shall survive any termination For purposes of this AgreementSection 6 the terms "control," and "controlling person" have the meanings that they have under the Securities Act.

Indemnification Procedures. Any person obligated Promptly after receipt by an Indemnitee of written notice of the commencement of any action or proceeding with respect to provide which a claim for indemnification under this Article VIII ("indemnifying party" for the purpose of may be made pursuant to this Section 8.4) shall not , such Indemnitee will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action or proceeding; provided that the failure of the claim have been served upon such indemnified party (or after such party shall have received Indemnitee to give notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIIISection 8.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the materially prejudiced by such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action or proceeding is brought against the indemnified partyan Indemnitee, the indemnifying party will be entitled to participate, participate in and to assume the defense thereof (at its own expense), in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, unless (1) such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party and does not assume the indemnified party have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement reasonable expenses therefor, but in no event will bear the expenses for more than a single legal counsel for all Indemnitees in each jurisdiction who shall be approved by the Principal Participating Holders in the registration in respect of any proceeding effected without its written consent but if settled with which such consent or if indemnification is sought, unless there be is a final judgment for the plaintiffconflict of interest among Indemnitees, in which case the indemnifying party agrees shall be liable for the reasonable expenses of additional counsel. No indemnifying party will settle any action or proceeding or consent to indemnify the indemnified party from and against entry of any loss or liability by reason judgment without the prior written consent of the Indemnitee, unless such settlement or judgment. A successor judgment (i) includes as an unconditional term thereof the giving by law the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the parties to this Agreement shall imposition of financial obligations for which such Indemnitee will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementfully indemnified hereunder.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 10 of notice of the purpose threat or commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)thereof, but failure the omission to notify the indemnifying party of any such claim shall will not relieve the such indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 10 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of the such failure to give promptly notify. Such notice shall describe in reasonable detail such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionclaim. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may elect by written notice delivered to such indemnified party within 30 days of such indemnifying party also shall be entitled party's receipt of notice of such action from such indemnified party, jointly with all other indemnifying parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, (i) if the indemnifying party named has failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such proceeding or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, in any such case, the indemnified party or parties shall have the right to select separate counsel to assume or assert, as the case may be, such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, of such action and approval by the indemnified party shall bear the fees and expenses of any additional counsel retained by itcounsel, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 10 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnified party shall have employed such counsel in connection with the assumption or assertion, as the case may be, of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in any jurisdiction (and as required, local counsels), reasonably satisfactory to such indemnifying party, representing the indemnified party), (ii) the indemnifying party and shall not have employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention represent such indemnified party within a reasonable time after notice of such counsel commencement of action or (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party shall have authorized in writing the employment of counsel for such indemnified person, in each of which cases the reasonable fees and expenses of counsel shall be at the indemnified party and representation expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected action without its written consent but if settled with such consent or if there consent. In no event shall any indemnifying party be a final judgment for the plaintiff, liable in respect of any amounts paid in settlement of any action unless the indemnifying party agrees to indemnify shall have approved in writing the terms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such proceeding unless such settlement or judgment. A successor by law compromise includes an unconditional release of the parties to this Agreement shall be entitled to the benefits such indemnified party from all liability arising out of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch Action.

Indemnification Procedures. Any person obligated Promptly after receipt by a Holder Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, individually, an "Indemnitee") under Section 4.8(a) or 4.8(b) of notice of the commencement of any action, such Indemnitee shall, if a claim in respect thereof is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified clause, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom any Indemnitee otherwise than under such action is brought under the indemnification provision of this Article VIII, clauses except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of has been prejudiced by the failure to give receive such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is shall be brought against any Indemnitee, and it shall notify the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such Indemnitee, and after written notice from the indemnifying party to the indemnified party such Indemnitee of the indemnifying party's its election to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party Indemnitee under this Agreement such clause for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided, unless however, that the Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee (1) based on the written opinion of counsel), it is advisable for such party to be represented by separate counsel because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party and party. Notwithstanding the indemnified party have mutually agreed to foregoing, if 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffCompany is an Indemnitee, the indemnifying party agrees to indemnify Company shall designate the indemnified party from one counsel, and against any loss or liability in all other circumstances, the one counsel shall be designated by reason of such settlement or judgment. A successor by law a majority in interest based upon the Registrable Securities of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIIIIndemnities. The indemnification provisions contained in this Article VIII shall survive any termination For purposes of this AgreementSection 4.8 the terms "control," and "controlling person" have the meanings which they have under the Securities Act.

Indemnification Procedures. Any person obligated In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to provide indemnification under this Article VIII either paragraph (a) or (b) above, such Person (the "indemnified party") promptly shall notify the Person against whom such indemnity may be sought (the "indemnifying party" for the purpose of this Section 8.4") shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified in writing and the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have retain counsel reasonably satisfactory to the indemnified party against whom such action is brought under to represent the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the reasonable fees and disbursements of such indemnifying party is damaged solely as a result of counsel relating to such proceeding; provided, however, that (i) in the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party case of any such claim proceeding in respect of which indemnity may be sought pursuant to both paragraphs (a) and (b) above, a Holder shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled required to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear thereof and the fees and expenses of any additional such counsel retained by it, shall be at the expense of the Company and (ii) the indemnifying party will Company shall not be liable obligated to pay the fees and expenses of more than one individual counsel (together with any appropriate or necessary local counsel, if any) for all indemnified parties, including the Company. In any such proceeding, any indemnified party under this Agreement for any legal or other shall have the right to retain its own counsel, but the fees and expenses subsequently incurred by of such counsel shall be at the expense of such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel counsel, or (ii) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or parties, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and any indemnifying party or an Affiliate of such indemnified party or parties or of any indemnifying party, (B) there may be one or more legal defenses available to such indemnified party or parties or such Affiliate of such indemnified party or parties that are different from or additional to those available to any indemnifying party or such Affiliate of any indemnifying party and (C) such indemnified party or parties shall have been advised by such counsel that there may exist a legal conflict of interest between or among such indemnified party or parties or such Affiliate of such indemnified party or parties and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party or parties notifies the indemnifying party or parties in writing that it elects to employ separate counsel of its choice at the reasonable expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the reasonable expense of the indemnifying parties, it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themparties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but (which will not be unreasonably withheld) 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 or parties from and against any loss or liability by reason of such settlement or judgment. A successor by law No indemnifying party shall, without the prior written consent (which will not be unreasonably withheld) of the parties to this Agreement shall be entitled to indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party, and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the benefits subject matter of the indemnification contained in this Article VIIIsuch proceeding. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.(d)

Indemnification Procedures. Any person obligated Promptly after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnitee”) under Section 8(a) or 8(b) hereof of notice of the commencement of any action, such Indemnitee will, if a claim in respect thereof is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified clause, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought Indemnitee otherwise than on account of this indemnification provisionunder such clauses. In case any such action is shall be brought against any Indemnitee, and it shall notify the indemnified partyindemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel satisfactory to the party named in the action. After such Indemnitee, and after notice from the indemnifying party to the indemnified party such Indemnitee of the indemnifying party's its election to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party Indemnitee under this Agreement such clause for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided, unless (1) however, that the Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party and party. Notwithstanding the indemnified party have mutually agreed to foregoing, if 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffCompany is an Indemnitee, the indemnifying party agrees to indemnify Company shall designate the indemnified party from one counsel, and against any loss or liability in all other circumstances, the one counsel shall be designated by reason of such settlement or judgment. A successor by law a majority in interest based upon the Registrable Securities of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIIIIndemnitees. The indemnification provisions contained in this Article VIII shall survive any termination For purposes of this AgreementSection 8 the terms “control,” and “controlling person” have the meanings which they have under the Securities Act.

Indemnification Procedures. Any Promptly after a person obligated receives notice of a claim or the commencement of an action for which the person intends to provide seek indemnification under this Article VIII ("indemnifying party" for Section 8.1, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified person will notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent)the action, but suit or proceeding; provided, however, that failure to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIISection 8.1, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of it has been materially prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the The indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party also shall acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be entitled to required to) assume the defense thereofagainst the claim, action, suit or proceeding with counsel satisfactory to the party named in the actionindemnified party. After notice from an indemnifying party notifies an indemnified party that the indemnifying party to the indemnified party of the indemnifying party's election wishes to assume the defense thereofof a claim, the indemnified party shall bear the fees and expenses of any additional counsel retained by itaction, and suit or proceeding, the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnified party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable costs fees and expenses of investigationone separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which it is entitled to indemnification thereunder, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (1i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of Shares which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of the sale of such Shares, but also the relative fault of the indemnifying party and the indemnified party have mutually agreed with respect to the retention statements or omissions which are the subject of such counsel the claim, action, suit or (ii) proceeding that resulted in the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive liability, as well as any termination of this Agreementother relevant equitable considerations.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect , give written notice to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense thereof other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (1i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement without the written consent of the indemnified party unless such judgment or settlement (i) includes as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation and (ii) does not involve the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification (a) In the event that any Legal Proceeding shall be instituted or any claim or demand shall be asserted (individually and collectively, a "CLAIM") by any Person in respect of which payment may be sought under this Article VIII ("indemnifying party" for 7, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified reasonably and promptly cause written notice (a "CLAIM NOTICE") of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be delivered to the indemnifying party in writing within a reasonable time after party; PROVIDED, HOWEVER, that the summons or other first legal process giving information failure of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under to give the indemnification provision of this Article VIIIClaim Notice shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party can demonstrate actual loss and such indemnifying party is damaged solely material prejudice as a result of such failure. If the failure to give such notice. In addition, any failure by indemnifying party shall notify the indemnified party to notify any indemnifying party in writing within five (5) Business Days (or sooner, if the nature of any such claim shall not relieve the Claim so requires) that the indemnifying party from shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any liability which it may have event, reasonably acceptable to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, to handle and defend the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, same unless (1) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties the indemnified party has been advised in writing by counsel that there may be one or more material legal defenses available to such indemnified party that are different from or additional to those available to the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, in which event the indemnified party shall not be liable for entitled, at the indemnifying party's cost, risk and expense, to a single firm of separate counsel (plus any settlement necessary local counsel), all at reasonable cost, of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffown choosing, reasonably acceptable to the indemnifying party agrees and (iii) to indemnify compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the prior written consent of the indemnified party from and against any loss party, such consent not to be unreasonably withheld or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party under Section ‎7(a) or ‎7(b) hereof of written notice of the commencement of any action or threat thereof, such indemnified party shall, if a claim in respect thereof is to provide indemnification under this Article VIII ("be made against an indemnifying party" for the purpose of this Section 8.4) shall not be liable under party pursuant to the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of or contemplated by this Section 8.4) unless ‎7, notify such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent), action or threat; but failure the omission so to notify the indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought other than under the indemnification provision provisions of this Article VIII, except or contemplated by Section ‎7(a) or ‎7(b) hereof and unless and to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give materially prejudiced by such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionfailure. In case any such action is shall be brought against the any indemnified party, the party and it shall notify an indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participateparticipate therein and, at its own expenseto the extent that it shall wish, in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and, after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified such indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such party independently indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, unless that if (1i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party and party, or that such claim or litigation involves or could have an effect upon matters beyond the indemnified party have mutually agreed to scope of the retention of such counsel indemnity provided hereunder, or (ii) the named parties to such action seeks an injunction or equitable relief against any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to or involves actual or potential differing interests between them. The alleged criminal activity, the indemnifying party shall not be liable have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for counsel retained by the plaintiff, indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party agrees is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to indemnify pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless (i) if the Services Agreement is still in effect, or a claim relates to a time when the Services Agreement was in effect, and an Arch Entity is an indemnified party, Arch shall have the right to retain separate counsel at the expense of the indemnifying party, or (ii) in the reasonable judgment of any indemnified party from a conflict of interest may exist between such indemnified party and against any loss or liability by reason other of such settlement or judgment. A successor indemnified parties with respect to such claim, in which case the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by law the holders of a majority of the parties to this Agreement shall be entitled to Registrable Securities included in the benefits registration, at the expense of the indemnification contained in this Article VIIIindemnifying party. The indemnification provisions contained in this Article VIII Such indemnifying party shall survive not enter into any termination settlement with a party unless such settlement (i) includes an unconditional release of this Agreementeach indemnified party with respect to any and all claims against each indemnified party 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 indemnified party or commit any indemnified party to take or refrain from taking any action. An indemnified party shall not enter into any settlement without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

Indemnification Procedures. Any person obligated Reasonably promptly, and in each instance within thirty (30) days after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnitee”) of notice of the commencement of any action or commencement of a claim which may result in indemnity pursuant to provide indemnification under this Article VIII Section 7(a) or ("indemnifying party" for the purpose of this Section 8.4) shall not b), such Indemnitee will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII Section 7(a) or ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified b), notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)commencement thereof, but any failure to notify or delay in notifying the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to any Indemnitee hereunder unless the indemnifying party is materially prejudiced by such delay, in which case such failure shall relieve such indemnifying party of any liability to the indemnified party against whom such action is brought parties under the indemnification provision of this Article VIII, except Section 7 to the extent that the such failure to notify results in the failure of actual notice to materially prejudices the indemnifying party and party’s ability to defend such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofactions. The indemnifying party also shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such Indemnitee, after notice from the indemnifying party to the indemnified party such Indemnitee of the indemnifying party's its election to assume the defense thereof. Following any such assumption of the defense, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than thereof. The Indemnitee shall have the right to employ one counsel per jurisdiction to represent such Indemnitee in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless, in the reasonable costs judgment of investigationsuch Indemnitee, unless (1) it is advisable for such party to be represented by separate counsel because, in the reasonable discretion of separate counsel, separate defenses are available, or because a conflict of interest exists between such Indemnitee and indemnifying party in respect of such claim, or because the indemnifying party shall have failed promptly to assume the defense of such action and to reasonably defend such action, and in any such limited event the indemnified reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnitees. No indemnifying party have mutually agreed may settle or compromise, or consent to the retention entry of any judgment with respect to, any claim without the prior written consent of the Indemnitee (not unreasonably withheld, delayed or conditioned), unless such settlement, compromise or judgment includes a full and unconditional release of such counsel Indemnitee from any and all liability in respect of such claim and involves solely the payment of monetary damages. No Indemnitee may settle or (ii) compromise, or consent to the named parties to entry of any such proceeding (including judgment with respect to, any impleaded parties) include both claim without the prior written consent of the indemnifying party and the indemnified party and representation of both parties by the same counsel would party, not to be inappropriate due to actual unreasonably withheld, conditioned or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4a) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Each Person entitled to indemnification under this Article VIII 6 ("indemnified party" for the purpose “Indemnified Party”) shall give written notice to the Person required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party receives written notice of any claim, event or matter as to which indemnity may be sought; provided that the failure of the Indemnified Party to give notice as provided in this Section 8.46.3(a) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought Indemnifying Party of its obligations under the indemnification provision of this Article VIIIARTICLE 6, except to the extent that such failure materially prejudices the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party rights of any such Indemnifying Party. If the Indemnified Party makes a claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this a Loss which may be covered by third party indemnification provision. In case any such action is brought against the indemnified partyor insurance, the indemnifying Indemnified Party shall undertake diligent and good faith efforts to pursue recovery available under such third party will indemnification or insurance policy and shall keep the Indemnifying Party reasonably informed of such efforts, but shall not be entitled required to make any claim or exhaust any remedies under any third party indemnification or insurance policy as a condition to making a claim under this Agreement. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party; and, if the Indemnifying Party agrees (without conceding responsibility for indemnification hereunder) that the subject matter of such claim is within the scope of the indemnification provisions under the terms of this Agreement (an “Indemnification Claim”), the Indemnifying Party shall have the right to defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, then the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party shall assume the defense of any Indemnification Claim, then the Indemnified Party may participate, at his or its own expense, in the defense thereof. The indemnifying party also of such Indemnification Claim; provided that such Indemnified Party shall be entitled to assume participate in any such defense with separate counsel at the defense thereof, with expense of the Indemnifying Party if (A) so requested by the Indemnifying Party to participate or (B) in the written opinion of counsel satisfactory to the party named in Indemnified Party a conflict exists between the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, Indemnified Party and the indemnifying party will Indemnifying Party that the assumption of such defense by the Indemnifying Party would be inappropriate; provided further that the Indemnifying Party shall not be liable required to pay for more than one (1) such party under this Agreement counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any legal or Indemnification Claim. The parties hereto agree to cooperate fully with each other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (1) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel negotiation 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementIndemnification Claim.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party under Section 5(k)(i) or 5(k)(ii) of written notice of the commencement of any action or threat thereof, such indemnified party shall, if a claim in respect thereof is to provide indemnification under this Article VIII ("be made against an indemnifying party" for the purpose of this Section 8.4) shall not be liable under party pursuant to the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of or contemplated by this Section 8.4) unless 5(k), promptly notify such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent), action or threat; but failure the omission so to notify the indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except unless and to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give materially prejudiced by such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionfailure. In case any such action is shall be brought against the any indemnified party, the party and it shall notify an indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participateparticipate therein and, at its own expenseto the extent that it shall wish, in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and, after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified such indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such party independently indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, unless (1) that if any indemnified party shall have reasonably concluded, with the advice of outside counsel, that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party and party, the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for one counsel retained by the plaintiff, indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party agrees is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to indemnify pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. Such indemnifying party shall not enter into any settlement with a party unless such settlement (a) includes an unconditional release of each indemnified party with respect to any and all claims against each indemnified party and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or commit any indemnified party to take or refrain from and against taking any loss or liability by reason of such action. An indemnified party shall not enter into any settlement or judgment. A successor by law without the consent of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld or delayed.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 13 of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against the indemnifying party in writing within a reasonable time after under this Section 13, notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIIIparty, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and is prejudiced by such indemnifying party is damaged solely as a result of the failure omission to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionnotify. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense thereof. The , subject to the provisions herein stated, and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 13 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party shall not pursue the action to its final conclusion. The indemnified party 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 not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided, however, that if the indemnified party have mutually agreed to is a Warrantholder or a holder of Shares or a person who controls a Warrantholder or a holder of Shares within the retention meaning of the Act, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) the named parties to any such proceeding (action, including any impleaded parties) , include both a Warrantholder or a holder of Shares or such controlling person and the indemnifying party and a Warrantholder or a holder of Shares or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to a Warrantholder or a holder of Shares or controlling person which are not available to or in conflict with any legal defenses which may be available to the indemnified indemnifying party and representation of both parties by (in which case the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action on behalf of a Warrantholder or a holder of Shares or such controlling person, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any the reasonable fees and expenses of more than one separate firm of attorneys for the Warrantholder, the holders of the Shares and controlling persons, which firm shall be designated in writing by a majority in interest of such holders and controlling persons based upon the value of the securities included in the Registration Statement). No settlement of any proceeding effected action against an indemnified party shall be made without its written the consent but if settled with such consent or if there be a final judgment for of the plaintiff, indemnified and the indemnifying party agrees parties, which shall not be unreasonably withheld in light of all factors of importance to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparties.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 12 of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against the indemnifying party in writing within a reasonable time after under this Section 12, notify the summons or other first legal process giving information indemnifying party of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionparty. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense thereof. The , subject to the provisions herein stated, and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 12 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party shall not pursue the action to its final conclusion. The indemnified party 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 not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided, however, that if the indemnified party have mutually agreed to is a Warrantholder or a Warrant Shareholder or a person who controls a Warrantholder or a Warrant Shareholder within the retention meaning of the Act, the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) the named parties to any such proceeding (action, including any impleaded parties) , include both a Warrantholder or a Warrant Shareholder or such controlling person and the indemnifying party and a Warrantholder or a Warrant Shareholder or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to a Warrantholder or a Warrant Shareholder or controlling person which are not available to or in conflict with any legal defenses which may be available to the indemnified indemnifying party and representation of both parties by (in which case the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action on behalf of a Warrantholder or a Warrant Shareholder or such controlling person, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any the reasonable fees and expenses of more than one separate firm of attorneys for the Warrantholder, the Warrant Shareholders and controlling persons, which firm shall be designated in writing by a majority in interest of such holders and controlling persons based upon the value of the securities included in the registration statement). No settlement of any proceeding effected action against an indemnified party shall be made without its the written consent but if settled with such consent or if there be a final judgment for of the plaintiff, indemnified and the indemnifying party agrees parties, which shall not be unreasonably withheld in light of all factors of importance to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparties.

Indemnification Procedures. Any person obligated Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to provide seek indemnification under this Article VIII ("indemnifying party" for Section 8.01, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified Person will notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent)the action, but suit or proceeding; provided, however, that failure to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIISection 8.01, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of it has been materially prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the The indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party also shall acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be entitled required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense thereofof a claim, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by itsuit or proceeding, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable costs fees and expenses of investigationone separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.01, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party, and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.01 as to which it is entitled to indemnification thereunder, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (1i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of Purchased Shares or the Shares which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of the sale of such Purchased Shares or Shares, but also the relative fault of the indemnifying party and the indemnified party have mutually agreed with respect to the retention statements or omissions which are the subject of such counsel the claim, action, suit or (ii) proceeding that resulted in the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive liability, as well as any termination of this Agreementother relevant equitable considerations.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 10 of notice of the purpose threat or commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10 promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)thereof, but failure the omission to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 10 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionfailure. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party named and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, of such action and approval by the indemnified party shall bear the fees and expenses of any additional counsel retained by itcounsel, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 10 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party and shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified party have mutually agreed parties who are parties to the retention of such counsel action) or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and representation expenses of both parties by counsel shall be at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected action without its written consent but if settled with such consent or if there consent. In no event shall any indemnifying party be a final judgment for the plaintiff, liable in respect of any amounts paid in settlement of any action unless the indemnifying party agrees to indemnify shall have approved in writing the terms of such settlement; provided, that such consent shall not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementproceeding.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 10 of notice of the purpose threat or commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)thereof, but failure the omission to notify the indemnifying party of any such claim shall will not relieve the such indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provision of indemnity agreement contained in this Article VIII, except Section 10 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of the such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionpromptly notify. In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party named and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, of such action and approval by the indemnified party shall bear the fees and expenses of any additional counsel retained by itcounsel, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 10 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party and shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified party have mutually agreed parties who are parties to the retention of such counsel action) or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and representation expenses of both parties by counsel shall be at the same counsel would be inappropriate due to actual or potential differing interests between themexpense of the indemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected action without its written consent but if settled with such consent or if there consent. In no event shall any indemnifying party be a final judgment for the plaintiff, liable in respect of any amounts paid in settlement of any action unless the indemnifying party agrees to indemnify shall have approved in writing the terms of such settlement; provided, that such consent shall not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementproceeding.

Indemnification Procedures. Any Promptly after a person obligated receives notice of a claim or the commencement of an action for which the person intends to provide seek indemnification under this Article VIII ("indemnifying party" for Section 8.1, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified person will notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent)the action, but suit or proceeding; provided, however , that failure to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIISection 8.1, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of it has been materially prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the The indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party also shall acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be entitled required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense thereofof a claim, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by itsuit or proceeding, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs against the claim, action, suit or proceeding except that if, in the opinion of investigationcounsel to the indemnifying party, unless (1) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified party have mutually agreed parties. Each indemnified party, as a condition to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party and in the indemnified party and representation defense of both parties by the same counsel would be inappropriate due any action or claim as to actual or potential differing interests between themwhich indemnification is sought. The No indemnifying party shall not will be liable for any settlement of any proceeding action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party that is entitled to reimbursement pursuant to this Article VIII shall have requested (by written notice provided in accordance with Section 9.4) an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated hereby effected without its written consent but if settled (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such consent or if there be a final judgment for request prior to the plaintiff, the date of such settlement. No indemnifying party agrees will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to indemnify which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and against claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by reason the indemnified party as a result of such settlement loss or judgment. A successor liability, (i) in the proportion which is appropriate to reflect the relative benefits received by law the indemnifying party, on the one hand, and by the indemnified party, on the other hand, from the sale of Shares which is the subject of the parties claim, action, suit or proceeding which resulted in the loss or liability or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to this Agreement shall be entitled reflect not only the relative benefits referred to in clause (i) above, but also the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the benefits statements or omissions which are the subject of the indemnification contained claim, action, suit or proceeding that resulted in this Article VIIIthe loss or liability, as well as any other relevant equitable considerations. The indemnification provisions contained remedies provided for in Section 8.1 and this Article VIII Section 8.2 are not exclusive and shall survive not limit any termination of this Agreementrights or remedies which may otherwise be available to any indemnified person at law or in equity.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an indemnified party of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against the indemnifying party under Section 7 or Section 8 of this Agreement, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission to so notify the indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provisionunder such Sections. In case any such action is shall be brought against the such indemnified party, it shall notify the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, assume the defense thereof, with counsel satisfactory to the party named in the actionsuch indemnifying and indemnified parties. After notice from the indemnifying party to the Any indemnified party of shall have the indemnifying party's election right to assume employ separate counsel in any such action and participate in the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained shall be at the expense of such indemnified party unless (a) the employment thereof has been specifically authorized by it, and the indemnifying party will not be liable to such party under this Agreement for any legal in writing, or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1b) the indemnifying party has failed to assume the defense and the indemnified party have mutually agreed to the retention of such employ counsel or (iic) the named parties to any such proceeding action (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by such counsel that representation of such indemnified party and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them. The , in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party; provided, however, that the indemnifying party shall, in connection with any one such action or separate or substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such indemnified parties, which firm shall be designated in any settlement of any proceeding such action effected without its the written consent of the indemnifying party, but if settled with such consent written consent, or if there be a final judgment or decree for the plaintiffplaintiff in any such action by a court of competent jurisdiction and the time to appeal shall have expired or the last appeal shall have been denied, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect V, the indemnified party will, if a resulting claim is to any claim be made or may be made against a party entitled and indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (b) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 60 days after notice of any such counsel action or proceeding, or (iic) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (ii) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party Agreement shall have notified notify promptly the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of any action or proceeding with respect to which a claim for indemnification may be made hereunder, but the claim have been served upon such failure of any indemnified party (or after to provide such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIits obligations hereunder, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such noticematerially prejudiced thereby. In addition, case any failure by the action or proceeding is brought against an indemnified party to and it shall notify any the indemnifying party of any such claim shall not relieve the commencement thereof, the indemnifying party from any liability which it may have shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party against whom the action is brought otherwise than on account a conflict of this indemnification provision. In case any interest between such action is brought against the indemnified partyand indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofthereof (alone or jointly with any other indemnifying party similarly notified), with counsel satisfactory to the party named in the action. After extent that it chooses and after notice from the indemnifying party to the such indemnified party of the indemnifying party's election to assume the defense thereofthat it so chooses, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1i) if the indemnifying party and fails to take reasonable steps necessary to defend diligently the action or proceeding within thirty (30) business days after receiving notice from such indemnified party that the indemnified party have mutually agreed believes it has failed to the retention of such counsel do so; or (ii) the named parties to if such indemnified party who is a defendant in any such action or proceeding (including any impleaded parties) include both which is also brought against the indemnifying party and shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party and which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel would is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded, based on the opinion of counsel, that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate due to actual or potential differing interests between them. The under applicable standards of professional conduct) and the indemnifying party shall not be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any proceeding effected without its written consent but if settled judgment with such consent respect to, any pending or if there be a final judgment for (to the plaintiff, knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party agrees is an actual or potential party to indemnify such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII VI or any affiliate, partners, directors, agents, employees and controlling persons, as the case may be, of notice of any claim or other commencement of any action in respect of which indemnity may be sought, such indemnified party will notify each party against whom indemnification is to be sought in writing of the receipt or commencement thereof ("but the failure so to notify an indemnifying party" for the purpose of this Section 8.4) party shall not be liable under the indemnification provisions of this Article VIII with respect to relieve it from any claim made against a party entitled to indemnification liability or obligation that it may have under this Article VIII ("indemnified party" for VI or otherwise unless the purpose of this Section 8.4) unless such indemnified party failure to notify promptly shall have notified actually prejudice or harm the indemnifying party and in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after case, such party shall have received notice of such service upon failure will not in any designated agent), but failure to notify the indemnifying party of any such claim shall not event relieve the indemnifying party from any liability which it may obligations other than the indemnification obligation provided in this Article VI). The indemnifying party shall have the right to assume the defense of such claim or action (including the employment of counsel reasonably satisfactory to the indemnified parties and the payment of fees and expenses of such counsel). The indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to shall cooperate with the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, 's counsel in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel claim 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 same counsel would be inappropriate due to actual or potential differing interests between themaction. The indemnifying party shall not in connection with any one such claim or action or separate but substantially similar related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent more than one separate firm of attorneys for all of the indemnified parties unless the defense of one indemnified party is unique or separate from that of another indemnified party or one or more legal defenses are available to an indemnified party but if settled with such consent not to other indemnified parties subject to the same claim or if there be a final judgment for action. In the plaintiff, event the indemnifying party agrees does not promptly assume the defense of a claim or action, the indemnified parties shall have the right to indemnify employ counsel reasonably satisfactory to the indemnified parties, at their expense, to defend such claim or action. The indemnified party shall not admit any liability with respect to the claim or action or settle, compromise, pay or discharge the same without the prior written consent of the indemnifying party so long as the indemnifying party is reasonably contesting or defending the same in good faith. The indemnifying party shall not compromise, settle or discharge any claim or action without the indemnified party's consent, as applicable, which consent will not be unreasonably withheld, unless there is no finding or admission of any violation of any law against the indemnified party from and against the sole relief is monetary damages paid in full by the indemnifying party. Any right to trial by jury with respect to any loss action or liability proceeding arising in connection with or as a result of any matter referred to in this Agreement is hereby waived by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits hereto. The provisions of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII VI shall survive any termination or completion of this Agreement.

Indemnification Procedures. Any person obligated If any action or proceeding (including any governmental investigation or inquiry) shall be brought or any claim shall be asserted against any Person entitled to provide indemnification under this Article VIII indemnity hereunder (an "indemnified party"), such indemnified party shall promptly notify the party from which such indemnity is sought (the "indemnifying party" for ") in writing, and the purpose indemnifying party shall assume and control the defense thereof, including the employment of this Section 8.4counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses incurred in connection with the defense thereof. Any such fees and expenses borne by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within 15 days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("hereunder; provided the indemnified party" for the purpose of this Section 8.4) unless party shall reimburse such fees and expenses if it is finally determined that such indemnified party is not entitled to indemnity hereunder). Any such indemnified party shall have notified the indemnifying party right to employ separate counsel in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such action, claim shall not relieve the indemnifying party from any liability which it may have or proceeding and to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be the indemnifying expenses of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1a) the indemnifying party and the indemnified party have mutually has agreed to pay such fees and expenses, or (b) the retention indemnifying party shall have failed to assume promptly the defense of such counsel action, claim or proceeding, or (iic) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnified party and representation could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of both parties by the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party; it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel would be inappropriate due to actual or potential differing interests between themcounsels). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementconsent.

Indemnification Procedures. Any person obligated In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to provide indemnification under this Article VIII either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party" for ") in writing and the purpose indemnifying party, upon request of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for , shall retain counsel reasonably satisfactory to the purpose of this Section 8.4) unless such indemnified party shall have notified to represent the indemnified party and any others the indemnifying party may designate in writing within a reasonable time after such proceedings and shall pay the summons or other first legal process giving information fees and disbursements of the nature such counsel relating to such proceeding. The failure of the claim have been served upon such an indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim with respect to a particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) which it may have pursuant to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Agreement if the indemnifying party and is not materially prejudiced by such indemnifying party is damaged solely as a result of the failure to give such noticeso notify it or (ii) which it may otherwise have pursuant to this Agreement. In addition, any The failure by the of an indemnified party to notify any the indemnifying party of any such claim with respect to a particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) which it may have pursuant to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, Agreement if the indemnifying party will be entitled is not substantially prejudiced by such failure to participateso notify it or (ii) which it may have otherwise than pursuant to this Agreement. In any such proceeding, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the any indemnified party shall bear have the right to retain its own counsel, but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel counsel, or (ii) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or an Affiliate of such indemnified party and any indemnifying party or an Affiliate of such indemnifying party, (B) there may be one or more defenses available to such indemnified party or any Affiliate of such indemnified party that are different from or additional to those available to any indemnifying party or any Affiliate of any indemnifying party and (C) such indemnified party shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or any Affiliate of such indemnified party and such indemnifying party or any Affiliate of such indemnifying party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, it being understood, however, that unless there exists a conflict among indemnified party and representation of both parties, the indemnifying parties by shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same counsel would jurisdiction, arising out of the same general allegations or circumstances, be inappropriate due to actual or potential differing interests between themliable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the each indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor No indemnifying party shall, without the prior written consent of each indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party, and indemnity could have been sought hereunder by law such indemnified party, unless such settlement includes an unconditional release of the parties to this Agreement shall be entitled to the benefits of the indemnification contained such indemnified party from all liability indemnifying party or indemnified party or any other equitable consideration provided for in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSection 8(d).

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("in Section 3(d)(i) and Section 3(d)(ii), the indemnified party will, if a resulting claim is to be made or may be made against an indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect , give written notice to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIISection 3(d), except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1A) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (B) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiC) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which (x) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (y) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) Indemnitee shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified notify promptly the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature commencement of the any action or proceeding with respect to which a claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)for indemnification may be made hereunder, but the failure of any Indemnitee to notify provide such notice shall not relieve the indemnifying party of any such claim its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such any Indemnitee otherwise than hereunder. In case any action or proceeding is brought under against an Indemnitee and it shall notify the indemnification provision indemnifying party of this Article VIIIthe commencement thereof, except the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the Indemnitee a conflict of interest between such Indemnitee and the indemnifying party may exist in respect of such claim, to assume the defense thereof (alone or jointly with any other indemnifying party similarly notified), to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofchooses, with counsel reasonably satisfactory to the party named in the action. After such Indemnitee, and after notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofsuch Indemnitee that it so chooses, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigationthereof; provided, unless however, that (1i) if such Indemnitee who is a defendant in any action or proceeding that is also brought against the indemnifying party and shall have reasonably concluded, based on the indemnified party have mutually agreed advice of counsel, that there may be one or more legal defenses available to such Indemnitee which are not available to the retention of such counsel indemnifying party, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and if representation of both parties by the same counsel would is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnitee shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnitees in each jurisdiction, except to the extent any Indemnitee or Indemnitees reasonably shall have concluded, based on the opinion of counsel, that there may be legal defenses available to such party or parties that are not available to the other Indemnitees or to the extent representation of all Indemnitees by the same counsel is otherwise inappropriate due to actual or potential differing interests between them. The under applicable standards of professional conduct) and the indemnifying party shall not be liable for any expenses therefor. No indemnifying party shall, without the written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned), effect the settlement or compromise of, or consent to the entry of any proceeding effected without its written consent but if settled judgment with such consent respect to, any pending or if there be a final judgment for (to the plaintiff, knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party agrees to indemnify such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party Indemnitee from and against any loss or all liability by reason arising out of such settlement action or judgment. A successor claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by law or on behalf of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementIndemnitee.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of in this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless 5, such indemnified party shall have notified the will, if a claim in respect thereof is made against any indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)party, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual give written notice to the indemnifying party and such indemnifying party is damaged solely as a result latter of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve and/or the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account commencement of this indemnification provisionsuch action. In case any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to and assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement responsible for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (1) provided that if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which conflict in any material respect with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 5, such indemnifying party shall reimburse such indemnified party and shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party have mutually agreed which are reasonably related 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 matters covered by the same counsel would be inappropriate due to actual or potential differing interests between themindemnity agreement provided in this Section 5. The indemnifying party shall not be liable for make any settlement of any proceeding effected claims indemnified against thereunder without its the written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify of the indemnified party from or parties, which consent shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 5, if pursuant to an underwritten public offering of the Common Stock, the Company, the Holder and against any loss the underwriters enter into an underwriting or liability by reason purchase agreement relating to such offering which contains provisions covering indemnification among the parties thereto in connection with such offering, the indemnification provisions of this Section 5 shall be deemed inoperative for purposes of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementoffering.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for in the purpose of this Section 8.4) shall not be liable under the indemnification provisions preceding Sections of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)III, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party will, if a resulting claim is to be made or may be made against whom such action is brought under the indemnification provision of this Article VIIIan indemnifying party, except to the extent that the failure to notify results in the failure of actual give written notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such noticecommencement of the action. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action's defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party's expense unless (1a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementlitigation.

Indemnification Procedures. Any person obligated Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to provide indemnification under this Article VIII ("in Section 4.4(a) and Section 4.4(b), the indemnified party will, if a resulting claim is to be made or may be made against and indemnifying party" for the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect , give written notice to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of the commencement of the action. The failure of any such claim indemnified party to give notice shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of its obligations in this Article VIIISection 4.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case If any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, of the action with counsel reasonably satisfactory to the party named in the action. After indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume defense of the defense thereofaction, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof other than reasonable costs thereof, but the fees and expenses of investigation, such counsel shall be at such indemnified party’s expense unless (1i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party have mutually agreed to the retention within 30 days after notice of any such counsel action or proceeding, or (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would be inappropriate due indemnified party that are different from or additional to actual or potential differing interests between them. The those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the plaintiffindemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party agrees will not be subject to indemnify any liability for any settlement made without its consent (but such consent not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party party, of a release from and against any loss or all liability by reason in respect of such settlement claim or judgment. A successor by law litigation or (ii) involves the imposition of equitable remedies or the parties to this Agreement shall be entitled to imposition of any non-financial obligations on the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Sections 8.2 or 8.3 of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under Sections 8.2 or 8.3, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIIISections 8.2 or 8.3, except to the extent that it has been prejudiced in any material respect, or from any liability that it may have, otherwise than under Sections 8.2 or 8.3. The indemnifying party shall assume the failure to notify results in the failure defense of actual notice any such claim (provided, however, that counsel to the indemnifying party and such indemnifying party is damaged solely as a result shall not (except with the consent of the failure indemnified party) also be counsel to give such notice. In additionthe indemnified party) and pay all expenses in connection therewith, including attorneys’ fees, and promptly pay, discharge, and satisfy any failure by judgment or decree that may be entered against it or the indemnified party to notify any indemnifying party in respect of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofclaim. The indemnifying party also shall be entitled to assume follow any reasonable written instructions received from the defense thereof, indemnified party in connection with counsel satisfactory such claim. The provisions of Sections 8.2 or 8.3 shall survive for five (5) years following termination of this Agreement. The Subservicer shall provide the Mortgagor Litigation Reports set forth in the related Formatted Servicing Report regarding legal action(s) by individual Mortgagor(s) relating to the Mortgage Loans and against the Subservicer or the Owner/Servicer. With respect to any third party named claim subject to indemnification under this Agreement, the indemnified party agrees to reasonably cooperate and cause its Affiliates to reasonably cooperate in the action. After notice from good faith with the indemnifying party to in connection with the defense of any such claim. The indemnifying party shall pay the indemnified party any non-disputed Losses within thirty (30) days of the indemnifying party's election to assume the defense thereofreceipt of an invoice therefor, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection together with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsupporting documentation.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" In case any such action, suit, proceeding or claim for the purpose of this Section 8.4) which indemnity may be payable hereunder shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made brought against a party entitled to indemnification under this Article VIII SIDCO Indemnified Party or an Advisor Indemnified Party, as applicable ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agentan “Indemnified Party”), but failure to and such Indemnified Party shall notify the applicable indemnifying party of any the commencement thereof, such claim shall not relieve the indemnifying party from any liability which it may have shall be entitled to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIparticipate in, except and to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled wish to assume the defense thereof, with retain its own counsel reasonably satisfactory to such Indemnified Party, subject to the party named in the actionfurther provisions of this paragraph. After written notice from the such indemnifying party to the indemnified party such Indemnified Party of the indemnifying party's its election to so assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable to the applicable Indemnified Parties for any settlement additional attorneys’ fees or other expenses of litigation, other than reasonable costs of investigation subsequently incurred by such Indemnified Parties in connection with the defense thereof, unless (i) the employment of counsel by such Indemnified Parties has been authorized in writing by such indemnifying party, such authorization not to be unreasonably withheld or delayed; (ii) such Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to such indemnifying party that there exists a conflict of interest between such Indemnified Parties and the relevant party in the conduct of the defense of such action or that there are one or more defenses available to such Indemnified Parties that are unavailable to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such action on behalf of such Indemnified Parties); or (iii) such indemnifying party shall not in fact have employed counsel reasonably satisfactory to such Indemnified Parties to assume the defense of such action, in each of which cases the reasonable fees and expenses of counsel utilized by such Indemnified Parties shall be at THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION COMPANY the expense of such indemnifying party, it being understood, however, that such indemnifying party shall not, in connection with any proceeding effected without its written consent one such action or separate but if settled with such consent substantially similar or if there related actions in the same jurisdiction arising out of the same general allegations or circumstances, be a final judgment liable for the plaintiffreasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, under the circumstances described in clause (ii) above, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement applicable Indemnified Parties shall be entitled to retain an additional law firm, in any one such action or separate but substantially similar or related actions in the benefits same jurisdiction arising out of the indemnification contained same general allegations or circumstances, provided such Indemnified Parties have obtained a written opinion of counsel reasonably acceptable to the indemnifying party that a conflict of interest exists that would preclude the use of a single law firm, in this Article VIIIwhich case the indemnifying party shall be liable for the reasonable fees and expenses of counsel designated by the Indemnified Parties in writing. The indemnification provisions contained in this Article VIII All such fees and expenses which are at the expense of an indemnifying party hereunder shall survive any termination of this Agreementbe promptly paid by such indemnifying party.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII (a) In the event that any Legal Proceedings shall be instituted or that any claim or demand ("indemnifying party" for the purpose of this Section 8.4CLAIM") shall not be liable asserted by any Person in respect of which payment may be sought under Section 10.1 hereof (regardless of the indemnification provisions of this Article VIII with respect Basket referred to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for above), the purpose of this Section 8.4) unless such indemnified party shall have notified reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party party; provided, however, that delay or failure in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall notice will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIits obligations hereunder, except to the extent that it suffers actual material loss and prejudice as the result of such failure to notify results in the failure of actual notice to the or delay. The indemnifying party will have the right, at its sole option and such indemnifying party is damaged solely as a result expense, to be represented by counsel of the failure its choice, which must be reasonably satisfactory to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, and, so long as the indemnifying party acknowledges its obligation to indemnify the indemnified party for Losses related to such Claim, will be entitled have the right to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within ten (10) days from receipt of the indemnified party's written notice notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall promptly reimburse the indemnified party for the reasonable costs and expenses of defending such Claim upon submission of periodic bills. If the indemnifying party assumes the defense of any Claim, the indemnified party may participate, at its own expense, in the defense thereof. The indemnifying of such Claim; provided, however, that such indemnified party also shall will be entitled to assume participate in any such defense with separate counsel at the defense thereof, with counsel satisfactory to expense of the indemnifying party named in the action. After notice from if (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party of and the indemnifying party's election to assume the defense thereofparty that would make such separate representation advisable; and provided, the indemnified party shall bear the fees and expenses of any additional counsel retained by itfurther, and that the indemnifying party will not be liable required to pay for more than one such party under this Agreement counsel for all indemnified parties in connection with any legal or Claim. The parties hereto agree to cooperate fully with each other expenses subsequently incurred by such party independently in connection with the defense thereof defense, negotiation or settlement of any such Claim. Notwithstanding the foregoing, under no circumstances shall either party settle, compromise, or otherwise resolve any Claim without the prior written consent of the other than reasonable costs of investigationparty, which consent will not be unreasonably withheld, delayed, or conditioned, unless (1) such settlement, compromise, or other resolution of such Claim includes a duly executed, written unconditional release of the indemnifying other party from all Liability in respect of such claim, which release shall be reasonably satisfactory in form and substance to counsel for the indemnified party have mutually agreed to party; provided, however, that 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any effect a settlement of any proceeding effected or compromise without its the prior written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify of the indemnified party from and against (which may be withheld in its sole discretion) under any loss or liability by reason of circumstances if such settlement or judgment. A successor by law compromise contains injunctive, equitable or other provisions that materially affect the ongoing business of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified party.

Indemnification Procedures. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Sections 8.2 or 8.3 of notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under Sections 8.2 or 8.3, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provision of this Article VIIISections 8.2 or 8.3, except to the extent that it has been prejudiced in any material respect, or from any liability that it may have, otherwise than under Sections 8.2 or 8.3. The indemnifying party shall assume the failure to notify results in the failure defense of actual notice any such claim (provided, however, that counsel to the indemnifying party and such indemnifying party is damaged solely as a result shall not (except with the consent of the failure indemnified party) also be counsel to give such notice. In additionthe indemnified party) and pay all expenses in connection therewith, including attorneys’ fees, and promptly pay, discharge, and satisfy any failure by judgment or decree that may be entered against it or the indemnified party to notify any indemnifying party in respect of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofclaim. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice follow any reasonable written instructions received from the indemnifying party to the indemnified party in connection with such claim. The provisions of Sections 8.2 or 8.3 shall survive for five (5) years following termination of this Agreement. The Subservicer shall provide the indemnifying party's election Mortgagor Litigation Reports set forth in the related Formatted Servicing Report regarding legal action(s) by individual Mortgagor(s) relating to assume the defense thereofMortgage Loans and against the Subservicer or the Owner/Servicer, it being understood that the Subservicer may combine such reports with the reports required to be delivered under Section 8.4 of any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement and delivery thereunder shall be deemed to constitute delivery hereunder. With respect to any third party claim subject to indemnification under this Agreement, the indemnified party shall bear the fees agrees to reasonably cooperate and expenses of any additional counsel retained by it, and cause its Affiliates to reasonably cooperate in good faith with the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between themclaim. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify pay the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law non-disputed Losses within thirty (30) days of the parties to this Agreement shall be entitled to the benefits indemnifying party’s receipt of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementan invoice therefor, together with reasonable supporting documentation.

Indemnification Procedures. Any person obligated to provide indemnification (a) Promptly after receipt by an Indemnitee under this Article VIII 9 of notice of the commencement of any action or proceeding ("indemnifying party" including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for the purpose of this Section 8.4) shall not indemnification in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a any indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent)9, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice deliver to the indemnifying party and such indemnifying party is damaged solely as a result written notice of the failure to give such notice. In additioncommencement thereof, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve and the indemnifying party from any liability which it may shall have the right to participate in, and, to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, extent the indemnifying party will be entitled so desires, to participateassume control of the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, at however, that an Indemnitee shall have the right to retain its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, counsel with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional not more than one counsel retained for all Indemnitees to be paid by itthe indemnifying party, if, in the reasonable opinion of counsel to the Indemnitee, the representation by such counsel of the Indemnitee and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between themsuch Indemnitee and any other party represented by such counsel in such proceeding. Legal counsel for any Indemnitees referred to in the immediately preceding sentence shall be selected by the Majority Holders. The Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall not keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent but if settled with of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such consent Indemnitee of a release from all liability in respect to such Indemnified Liabilities or if there be a final judgment litigation. Following indemnification as provided for the plaintiffhereunder, the indemnifying party agrees shall be subrogated to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law all rights of the parties Indemnitee with respect to this Agreement shall be entitled all third parties, firms or corporations relating to the benefits matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the indemnification contained commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under Article 9, except to the extent that the indemnifying party is prejudiced in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementits ability to defend such action.

Indemnification Procedures. Any person obligated to provide indemnification Each Party indemnified under this Article VIII ("indemnifying party" for the purpose Section 2.9(a) or Section 2.10(a) above shall, promptly after receipt of this Section 8.4) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any a claim made or action against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party on account of the indemnity contained in Section 2.9(a) or Section 2.10(a) above except to the extent that the indemnifying party was actually prejudiced by such failure, and in no event shall such failure relieve the indemnifying party from any other liability that it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless in writing within such indemnified party’s reasonable judgment a reasonable time after the summons or other first legal process giving information conflict of the nature of the claim have been served upon interest between such indemnified party (or after such and indemnifying party shall have received notice may exist in respect of such service upon any designated agent)claim, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have be entitled to the indemnified party against whom such action is brought under the indemnification provision of this Article VIIIparticipate therein, except and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Section 2.9(a) or Section 2.10(a) for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation. Any indemnifying party against whom indemnity may be sought under Section 2.9(a) or Section 2.10(a) shall not be liable to indemnify an indemnified party if such indemnified party settles such claim or action without the consent of the indemnifying party. The indemnifying party may not agree to any settlement of any such claim or action, unless (1) other than solely for monetary damages for which the indemnifying party and shall be responsible hereunder, the result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party have mutually agreed shall continue to be entitled to participate in the retention defense thereof, with counsel of such counsel or (ii) its own choice, but the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees obligated hereunder to indemnify reimburse the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of for the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementcosts thereof.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an Indemnitee of written notice of the purpose commencement of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made pursuant to this Section 3.4, such Indemnitee will, if a claim in respect thereof is to be made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action or proceeding; provided that the failure of the claim have been served upon such indemnified party (or after such party shall have received Indemnitee to give notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provision of this Article VIIISection 3.4, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the materially prejudiced by such failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action or proceeding is brought against the indemnified partyan Indemnitee, the indemnifying party will be entitled to participate, participate in and to assume the defense thereof (at its own expense), in the defense thereof. The jointly with any other indemnifying party also shall be entitled similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement Indemnitee for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, unless (1) such consent not to be unreasonably withheld. Notwithstanding the foregoing, if an Indemnitee reasonably objects to such assumption of defense on the grounds that a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party and does not assume the indemnified party have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both within a reasonable time after notice of commencement, or does not vigorously defend, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due shall, subject to actual or potential differing interests between them. The indemnifying party shall not Section 3.4.4, be liable for any settlement reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Board of Directors in the disposition in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any proceeding effected judgment without its the prior written consent but if settled with such consent or if there be a final judgment for of the plaintiffIndemnitee, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of unless such settlement or judgment. A successor judgment (i) includes as an unconditional term thereof the giving by law the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the parties to this Agreement shall imposition of financial obligations for which such Indemnitee will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnified hereunder.

Indemnification Procedures. Any Promptly after a person obligated receives notice of a claim or the commencement of an action for which the person intends to provide seek indemnification under this Article VIII paragraph ("indemnifying party" for a) or (b) of Section 9.1, the purpose of this Section 8.4) person shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent)the action, suit or proceeding, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision paragraph (a) or (b) of this Article VIIISection 9.1, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of it has been materially prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any The indemnifying party shall be entitled to participate in the defense of any such claim shall not relieve claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party from any liability which it may have acknowledges in writing the obligation to indemnify the indemnified party against whom the claim or action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified partybrought, the indemnifying party will may (but shall not be entitled to participate, at its own expense, in required to) assume the defense thereofagainst the claim, action, suit or proceeding with counsel satisfactory to it. The After an indemnifying party also shall be entitled notifies an indemnified party that the indemnifying party wishes to assume the defense thereofof a claim, with counsel satisfactory to action, suit or proceeding the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnifying party and the indemnified party 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 same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any legal or other expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party shall pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Paragraph (a) or (b) or Section 9.1, shall cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party shall be liable for any settlement of any proceeding action effected without its prior written consent. No indemnifying party shall, without the prior written consent but if settled of the indemnified party, effect any settlement of a pending or threatened action with such consent respect to which an indemnified party is, or if there is informed that it may be, made a party and for which it would be a final judgment for entitled to indemnification, unless the plaintiff, the indemnifying party agrees to indemnify settlement includes an unconditional release of the indemnified party from all liability and against claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) of Section 9.1, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by reason of such settlement or judgment. A successor by law the indemnified party as a result of the parties loss or liability, (i) in the proportion which is appropriate to this Agreement shall be entitled reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of stock which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of the indemnification contained sale of stock, but also the relative fault of the indemnifying party and the indemnified party with respect to the statements or omissions which are the subject of the claim, action, suit or proceeding that resulted in this Article VIII. The indemnification provisions contained in this Article VIII shall survive the loss or liability, as well as any termination of this Agreementother relevant equitable considerations.

Indemnification Procedures. Any Promptly after a person obligated receives notice of a claim or the commencement of an action for which the person intends to provide seek indemnification under this Article VIII paragraph ("indemnifying party" for a) or (b) of Section 8.1, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified person will notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice commencement of such service upon any designated agent)the action, suit or proceeding, but failure to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision paragraph (a) or (b) of this Article VIIISection 8.1, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of it has been materially prejudiced by the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the The indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party also shall acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be entitled required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense thereofof a claim, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and suit or proceeding the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable costs fees and expenses of investigationone separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Paragraph (a) or (b) or Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (1a) or (b) of Section 8.1, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of the loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of stock which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of the sale of stock, but also the relative fault of the indemnifying party and the indemnified party have mutually agreed with respect to the retention statements or omissions which are the subject of the claim, action, suit or proceeding that resulted in the loss or liability, as well as any other relevant equitable considerations. To the extent that either party reimburses the other as required by Section 8.1 and it is later determined by a court of competent jurisdiction that such counsel or (ii) the named parties party was not entitled to any indemnification, such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with promptly return all 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. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementfunds.

Indemnification Procedures. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.4) shall not Promptly after receipt by a Person who may be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII Section 5.3 (an "indemnified party" ") of notice of the commencement of any action (including, but not limited to, any governmental action) for the purpose of which indemnification may be available under this Section 8.4) unless 5.3, such indemnified party shall have notified the will, if a claim in respect thereof is to be made against any Person who must provide indemnification under this Section 5.3 (an "indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agentparty"), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice deliver to the indemnifying party and such indemnifying party is damaged solely as a result written notice of the failure to give such notice. In addition, any failure by the indemnified party to notify any indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense commencement thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable shall have the right to such participate in and, to the extent the indemnifying party under this Agreement for so desires, jointly with any legal or other expenses subsequently incurred by such indemnifying party independently in connection with similarly notified, to assume the defense thereof other than with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel (and the reasonable costs fees of investigation, unless (1) such counsel shall be paid by the indemnifying party party) and the indemnified party have mutually agreed to assume its own defense if (i) the retention of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party has failed to promptly assume the defense and employ counsel reasonably acceptable to the indemnified party after the indemnifying party has received the notice of the indemnification matter from the indemnified party, or (iiiii) the named parties to any such proceeding (including any impleaded parties) include action include, but are not limited to, both the indemnifying party and the indemnified party and the indemnifying party, and the representation of both parties by the same counsel would be inappropriate due to a material conflict of interest between them. It is understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all indemnified parties unless the indemnified parties in good faith conclude and are advised by their counsel that there is an actual or potential differing interests between themconflict of interest among the indemnified parties. The failure of any indemnified party to give notice as provided herein shall not release any indemnifying party of its indemnification obligations provided for in Section 5.3(a) or 5.3(b) except to the extent that the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice. Each indemnified party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with furnish such consent information regarding itself or if there be a final judgment for the plaintiff, the claim in question as an indemnifying party agrees to indemnify may reasonably request in writing and as shall be reasonably required in connection with the indemnified party from and against any loss or liability by reason defense of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementclaim and litigation resulting therefrom.

Indemnification Procedures. Any person obligated to provide indemnification (a) In the event that any Legal Proceeding shall be instituted or any claim or demand shall be asserted (individually and collectively, a “Claim”) by any Person in respect of which payment may be sought under this Article VIII ("indemnifying party" for 7, the purpose of this Section 8.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.4) unless such indemnified party shall have notified reasonably and promptly cause written notice (a “Claim Notice”) of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be delivered to the indemnifying party in writing within a reasonable time after party; provided, however, that the summons or other first legal process giving information failure of the nature of the claim have been served upon such indemnified party (or after such party shall have received notice of such service upon any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under to give the indemnification provision of this Article VIIIClaim Notice shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party can demonstrate actual loss and such indemnifying party is damaged solely material prejudice as a result of such failure. If the failure to give such notice. In addition, any failure by indemnifying party shall notify the indemnified party to notify any indemnifying party in writing within five (5) Business Days (or sooner, if the nature of any such claim shall not relieve the Claim so requires) that the indemnifying party from shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any liability which it may have event, reasonably acceptable to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the indemnified party, to handle and defend the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, same unless (1) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties the indemnified party has been advised in writing by counsel that there may be one or more material legal defenses available to such indemnified party that are different from or additional to those available to the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, in which event the indemnified party shall not be liable for entitled, at the indemnifying party’s cost, risk and expense, to a single firm of separate counsel (plus any settlement necessary local counsel), all at reasonable cost, of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffown choosing, reasonably acceptable to the indemnifying party agrees and (iii) to indemnify compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the prior written consent of the indemnified party from and against any loss party, such consent not to be unreasonably withheld or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.