Common use of Procedure Clause in Contracts

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

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

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

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

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

Procedure. If Each Indemnified Person will notify the Indemnifying Party in writing of any action is brought Action against an Underwriter such Indemnified Party Person in respect of which indemnity the Indemnifying Party is or may be sought against obligated to provide indemnification hereunder promptly after the Company pursuant receipt of notice or knowledge of the commencement thereof. The failure of any Indemnified Person to Section 5.1.1, such Underwriter Indemnified notify the Indemnifying Party shall promptly not relieve the Indemnifying Party from any liability or obligation which it may have to such Indemnified Person under this Section 8.4 or otherwise unless the failure to so notify results in the Company forfeiture by the Indemnifying Party of substantial rights and defenses and will not in writing of any event relieve the institution of such action and Indemnifying Party from any obligations other than the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified indemnification provided for herein. The Indemnifying Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall will have the right to employ its or their own participate in, and, to the extent the Indemnifying Party so desires, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Person. However, the Indemnified Person will have the right to retain separate counsel and to participate in any such casethe defense thereof, and with the reasonable documented fees and expenses of such counsel shall to be at the expense of the Company and shall be advanced paid by the Company; providedIndemnifying Party if representation of such Indemnified Person by the counsel retained by the Indemnifying Party would be, howeverin the Indemnified Person’s view, that inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnifying Party will be responsible for the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by such defense even if the Underwriter Indemnified Indemnifying Party (in addition does not elect to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyassume such defense. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company Indemnifying Party shall not, without except with the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Indemnified Person, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate enter into any pending or threatened action settlement which does not include as a term thereof the unconditional release of the Indemnified Person of all liability in respect of which advancement, reimbursement, indemnification such claim or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partylitigation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party (a) The indemnified party shall promptly notify the Company in writing indemnifying party of any claim, demand, action or proceeding for which indemnification will be sought under Sections 12.1 or 12.2 of this Agreement, and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the institution of such action and indemnifying party will have the Company shall right at its expense to assume the defense of such action, including the employment and fees of thereof using counsel (subject reasonably acceptable to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soindemnified party. Such Underwriter Indemnified Party The indemnified party shall have the right to employ participate, at its or their own counsel in expense, with respect to any such casethird party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, AmSurg, ASC, Westlake and the fees Seller shall cooperate with each other and expenses of provide each other with access to relevant books and records in their possession. No such counsel third party claim, demand, action or proceeding shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, settled without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)indemnified party. If a firm written offer is made to settle any such third party claim, settledemand, compromise action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination then: (i) includes an unconditional release of each Underwriter Indemnified Partythe indemnifying party shall be excused from, acceptable to such Underwriter Indemnified Partyand the indemnified party shall be solely responsible for, from all liabilities, expenses and claims arising out further defense of such third party claim, demand, action for which indemnification or contribution may be sought proceeding; and (ii) does the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. (b) Any claim of indemnity of AmSurg or ASC against Westlake with respect to Section 12.1 hereof may in AmSurg's discretion be discharged by setoff against any amounts owed or owing to Westlake under the Agreement of Limited Partnership between Westlake and AmSurg. (c) Notwithstanding the foregoing, Seller shall not include a statement as be required to indemnify AmSurg or an admission ASC for any amount in excess of faultthe Purchase Price. (d) Notwithstanding the foregoing, culpability or a failure Westlake and Seller shall not be obligated to actmake any indemnification under Section 12.1 unless the aggregate amount of Losses exceeds $10,000 (the "Basket"), and such indemnification with respect to such Losses shall be made by or on behalf Westlake and Seller only to the extent of any Underwriter Indemnified Partysuch excess over the Basket.

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

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

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

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

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

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

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

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

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

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

Procedure. If any action is brought against an Underwriter A Party (the "Indemnified Party in respect of Party") which indemnity may be sought against the Company pursuant intends to Section 5.1.1claim indemnification under this Article 12, such Underwriter Indemnified Party shall promptly notify the Company in writing other Party (the "Indemnifying Party") of any Claim with respect to which the institution of Indemnified Party intends to claim such action and the Company indemnification. The Indemnifying Party shall assume and control the defense of such actionClaim with counsel selected by the Indemnifying Party; PROVIDED, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests HOWEVER, that the Company do so. Such Underwriter Indemnified Party shall have the right to employ retain its or their own counsel in any such casecounsel, and with the fees and expenses of such counsel shall to be at paid by the expense Indemnifying Party if representation of the Company and shall be advanced Indemnified Party by the Company; provided, however, that counsel retained by the Company Indemnifying Party would create a conflict for the interests of the Indemnified Party. The indemnity obligations under this Article 12 shall not be obligated apply to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (amounts paid in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action Liability if such settlement is effected without its prior written the consent (of the Indemnifying Party, which shall be given or not be unreasonably withheld)in the Indemnifying Party's sole discretion. In additionThe failure to deliver notice to the Indemnifying Party within a prompt time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Company shall notIndemnifying Party of any liability to the Indemnified Party under this Article 12, but the omission so to deliver notice to the Indemnifying Party will not relieve it of any liability that it may have to the Indemnified Party otherwise than under this Article 12. The Indemnifying Party may not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the Indemnified Party without the prior express written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Party. The Indemnified Party, acceptable to such Underwriter its employees and agents, shall cooperate fully with the Indemnified Party, from all liabilities, expenses Party and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf its legal representatives in the investigation of any Underwriter Indemnified PartyClaim covered by this indemnification.

Procedure. (i) If any action is brought against an Underwriter Indemnified Person shall assert that the Indemnifying Party in respect of which indemnity may be sought against has become obligated to the Company Indemnified Person pursuant to Section 5.1.16(b) hereof, such Underwriter or if any suit, action, investigation, claim or proceeding (each, a "Proceeding") is begun, made or instituted by a third party as a result of which the Indemnifying Party may become obligated to the Indemnified Person hereunder, the Indemnified Person shall give written notice to the Indemnifying Party. (ii) The Indemnifying Party shall promptly notify defend, contest or otherwise protect the Company Indemnified Person in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in connection with any such case, and the fees and expenses of such counsel shall be Proceeding at the expense of the Company Indemnifying Party's sole cost and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)expense. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified The Indemnifying Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any compromise or settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, Proceeding without the prior written consent of the Underwriters Indemnified Person, except if (which consent X) there is no finding or admission of any violation of federal, state, local, international or other administrative order, law or ordinance, regulation or treaty, and there shall not be unreasonably withheld)no effect on any other claims that may be made against the Indemnified Person, settle, (Y) the sole relief provided as a result of such compromise or consent settlement is monetary damages that are paid in full by the Indemnifying Party, and (Z) the Indemnified Person shall have no liability with respect to any compromise or settlement of a Proceeding effected without its consent. (iii) The Indemnified Person shall have the entry right, but not the obligation, to participate at its own expense in the defense of any judgment Proceeding by counsel of its own choice, and shall make commercially reasonable efforts to cooperate with and assist the Indemnifying Party in such defense. (iv) In the event that the Indemnifying Party shall fail to timely defend, contest or otherwise seek protect the Indemnified Person against a Proceeding within a reasonable period after receipt of written notice pursuant to terminate Section 6(c)(i) hereof, the Indemnified Person shall have the right to do so, including without limitation, the right to make any pending compromise or threatened action settlement in respect of which advancementa Proceeding, reimbursement, indemnification or contribution may and the Indemnified Person shall be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified entitled to recover the entire cost thereof from the Indemnifying Party, acceptable to such Underwriter including, without limitation, reasonable attorney's fees and disbursements, and reasonable amounts paid by the Indemnified PartyPerson as a result of a Proceeding, from all liabilitiesand the Indemnifying Party shall be bound by any determination made in a Proceeding, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to compromise or an admission of fault, culpability or a failure to act, settlement effected by or on behalf of any Underwriter the Indemnified PartyPerson.

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

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

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

Procedure. If (i) On any action is brought against an Underwriter Indemnified Party in Redemption Date for which any Redeeming Holder has delivered a Redemption Notice with respect to Class A Units or Company Warrants, unless a member of which indemnity may be sought against the Company PubCo Holdings Group exercises its Call Right pursuant to Section 5.1.14.7(f), on such Underwriter Indemnified Party Redemption Date: (x) such number of Class A Units shall promptly notify be redeemed for an equal number of Class A Shares and an equal number of Class B Shares shall be surrendered by such Redeeming Holder and cancelled and (y) such number of Company Warrants shall be redeemed for an equal number of PubCo Warrants. (ii) [Reserved] (iii) Unless a member of the PubCo Holdings Group has elected its Call Right pursuant to Section 4.7(f) with respect to any Redemption, on the relevant Redemption Date and immediately prior to such Redemption, (i) PubCo (or such other member(s) of the PubCo Holdings Group) shall contribute to the Company in writing of the institution of such action consideration the Redeeming Holder is entitled to receive under Section 4.7(e)(i) and the Company shall assume issue to PubCo (or such other member(s) of the defense PubCo Holdings Group) a number of such actionClass A Units or Company Warrants, including the employment and fees of counsel (subject as applicable, or, pursuant to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheldSection 4.1(e)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense other Equity Securities of the Company as consideration for such contribution, (ii) the Company shall (A) cancel the redeemed Class A Units or Company Warrants, as applicable, and (B) transfer to the Redeeming Holder the consideration the Redeeming Holder is entitled to receive under Section 4.7(e)(i), and (iii) PubCo shall cancel the surrendered Class B Shares, as applicable. (iv) Each Redemption shall be advanced deemed to have been effected on the applicable Redemption Date. Any Redeeming Holder redeeming Class A Units or Company Warrants in accordance with this Agreement may request that the Class A Shares or PubCo Warrants, as applicable, to be issued upon such Redemption be issued in a name other than such Redeeming Holder. Any Person or Persons in whose name or names any Class A Shares or PubCo Warrants, as applicable, are issuable on any Redemption Date shall be deemed to have become, on such Redemption Date, the holder or holders of record of such shares or warrants. (v) PubCo shall at all times keep available, solely for the purpose of issuance upon a Redemption, out of its authorized but unissued Class A Shares, such number of Class A Shares that shall be issuable upon the Redemption of all outstanding Class A Units (other than those Class A Units held by any member of the CompanyPubCo Holdings Group); provided, however, that the Company nothing contained herein shall not be obligated construed to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored preclude PubCo from satisfying its obligations under Section 5with respect to a Redemption by transfer of Class A Shares that are held in the treasury of PubCo. PubCo covenants that all Class A Shares that shall be issued upon a Redemption shall, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not upon issuance thereof, be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld)validly issued, fully paid and non-assessable. In addition, for so long as the Company Class A Shares are listed on a National Securities Exchange, PubCo shall not, without use its reasonable best efforts to cause all Class A Shares issued upon a Redemption to be listed on such National Securities Exchange at the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out time of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyissuance.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Procedure. If (a) The party to be indemnified (the “Indemnified Party”) shall give notice to the indemnifying party (the “Indemnifying Party”) as promptly as practicable of any action is brought against an Underwriter state of facts learned by the Indemnified Party in respect of which indemnity that may be sought against the Company give rise to a claim for indemnification pursuant to Section 5.1.17.1 or Section 7.2, such Underwriter respectively, provided that the rights of the Indemnified Party shall promptly notify the Company not be affected by any delay in writing of the institution of providing such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject notice except to the approval extent that the Indemnifying Party is actually prejudiced thereby. (b) Upon receipt of such Underwriter a notice of indemnification referred to in Section 7.4(a), the Indemnifying Party shall have 60 days in which to dispute the claim asserted by sending written notice thereof to the Indemnified Party (which approval shall not be unreasonably withhelda “Dispute Notice”)) and payment . If no Dispute Notice is received prior to the expiration of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter 60-day period, the Indemnified Party shall have be entitled to receive full payment of the right amount of the claim. If a Dispute Notice is received prior to employ its or their own counsel in any such casethe expiration of the 60-day period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith to resolve the dispute. If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute within 60 days of the receipt of the Dispute Notice, the dispute shall be submitted to arbitration. Such arbitration shall be conducted according to the applicable rules of the American Arbitration Association and shall take place in Washington, D.C. before a single arbitrator familiar with commercial disputes, who shall be designated by the Buyer and the Sellers or, if they are unable to agree within 10 days after the dispute is submitted to arbitration, by the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties hereto. The prevailing party shall be entitled to recover from the non-prevailing party its reasonable fees, costs and expenses (including attorneys’ fees) incurred by the prevailing party in such arbitration; provided that if a party to such arbitration prevails in part and loses in part, the arbitrator shall award a reimbursement of the fees, costs and expenses (including reasonable and documented fees and expenses of legal counsel) incurred by such counsel shall be party on an equitable basis as determined by the arbitrator. (c) From and after the delivery of notice with respect to a claim pursuant to Section 7.4(a), at the expense reasonable request of the Indemnifying Party, the Company and its representatives shall grant to such Person and its representatives reasonable access to the personnel, books, records and properties of the Company and its Subsidiaries and their representatives to the extent reasonably related to the matters to which the claim relates. All such access shall be advanced by granted upon reasonable advance notice, during normal business hours and shall be granted under conditions designed to minimize the Company; provided, however, that disruption to the businesses of the Company shall not be obligated to bear and its representatives, as the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companycase may be. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company Person receiving such access shall not, without the prior written consent of the Underwriters and shall use its commercially reasonable efforts to cause its representatives not to, use or disclose to any third person other than its representatives (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution except as may be sought hereunder (whether or not such Underwriter Indemnified Party is a party theretorequired by Applicable Laws) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable any confidential information obtained pursuant to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partythis Section 7.4(c).

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

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

Procedure. If any action is brought against an Underwriter Experian Indemnified Party in respect of which indemnity may be sought against seeks indemnification under the Company pursuant to Section 5.1.1Agreement, such Underwriter the Experian Indemnified Party shall agrees to: (a) promptly notify give notice to Supplier concerning the Company in writing existence of an Action; (b) except to the institution of such action extent and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of conditions below, grant authority to Supplier to defend or settle any related action or claim; and (c) provide, at Supplier’s expense, such Underwriter information, cooperation and assistance to Supplier as may be reasonably necessary for Supplier to defend or settle the claim or action. Notwithstanding subsection 9.3(a) above, an Experian Indemnified Party (which approval Party’s failure to give notice shall not be unreasonably withheld)) and payment constitute a waiver of actual expenses if an Underwriter the Experian Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the Party’s right to employ indemnification or otherwise relieve Supplier of its indemnification obligations, except to the extent that Supplier can show that such failure or their own counsel in any such casedelay actually and materially prejudiced Supplier. Further, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding notwithstanding subsection 9.3(b) above or anything to the contrary contained herein, and provided that set forth in the Company has timely honored its obligations under Section 5, the Underwriter Agreement: (w) an Experian Indemnified Party shall be entitled to control any defense involving an Action brought by a governmental authority, regulatory agency or customer of Experian and Supplier shall reimburse the Experian Indemnified Parties for any reasonable attorneys’ fees and related costs; (x) an Experian Indemnified Party shall be entitled to participate, at its own expense, in any defense and settlement directly or through counsel of its choice; (y) Supplier shall not enter into any settlement agreement without the Experian Indemnified Parties’ prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent settlement provides Experian with a complete release without imposing any additional costs or termination (i) includes an unconditional release of each Underwriter obligations on Experian or any Experian Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an require admission of fault, culpability guilt or a failure to act, liability by or on behalf of any Underwriter Experian or the Experian Indemnified Party, does not require any admissions (including regarding any Intellectual Property Rights), and does not require any modifications of the Products or any other Experian products or services; and (z) Supplier shall retain as its lead counsel, subject to Experian’s request to defend and approval of such counsel, one or more competent attorneys from a nationally recognized law firm who have significant experience in litigating claims of the type at issue.

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

Procedure. If A party or any of its Affiliates or their respective employees or agents (the "Indemnitee") that intends to claim indemnification under this Article X shall promptly notify the other party (the "Indemnitor") of any loss, claim, damage, liability or action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant Indemnitee intends to Section 5.1.1claim such indemnification, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company Indemnitor shall assume the defense of such action, including the employment and fees of thereof with counsel (subject mutually satisfactory to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the CompanyParties; provided, however, that an Indemnitee shall have the Company shall not be obligated right to bear retain its own counsel, with the reasonable fees and expenses of more than one firm of attorneys selected to be paid by the Underwriter Indemnified Party (Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in addition to local counsel)such proceedings. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party The indemnity agreement in this Article X shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (Indemnitor, which consent shall not be unreasonably withheld), withheld unreasonably. The Indemnitor may not settle, compromise or otherwise consent to an adverse judgment with respect to, any loss, claim, liability or action without the entry consent of the Indemnitee, which consent shall not be withheld unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any judgment in or otherwise seek such action, if prejudicial to terminate its ability to defend such action, shall relieve such Indemnitor of any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable liability to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out the Indemnitee under this Article X to the extent of such action for which indemnification or contribution may be sought and (ii) does prejudice, but the omission so to deliver notice to the Indemnitor will not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf relieve it of any Underwriter Indemnified Partyliability that it may have to any Indemnitee otherwise than under this Article X. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action, claim or liability covered by this indemnification. In the event that each party claims indemnity from the other and one party is finally held liable to indemnify the other, the Indemnitor shall additionally be liable to pay the reasonable legal costs and attorneys' fees incurred by the Indemnitee in establishing its claim for indemnity.

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

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

Procedure. If In the event that at any action is brought against an Underwriter Indemnified Party time Tenant desires to assign or sublet all or any part of the Premises or to assign its interest in respect this Lease other than to a Permitted Assignee, the following procedure will apply: (a) Tenant shall submit to Landlord the name and address of the proposed subtenant or assignee, a detailed description of such person's business, character and financial references (including its most recent balance sheet and income statements certified by its chief financial officer or a certified public accountant), and any other information reasonably requested by Landlord. (b) Tenant shall submit to Landlord (i) a conformed or photostatic copy of the proposed executed assignment or sublease, expressly subject to Landlord's rights hereunder, the effective date of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at least thirty (30) days after the expense date of the Company giving of such notice and which shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written conditioned on Landlord's consent thereto (which shall not be unreasonably withheldwithheld or delayed), and (ii) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that may be made against Landlord by the proposed assignee or subleasee, or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. (c) In the case of a proposed sublease for the remainder of the Term, Tenant shall grant Landlord the option, to be exercised within fifteen (15) days after receipt of all items to be submitted by Tenant pursuant to this Section, to cancel and terminate this Lease as to such portion of the Premises as are proposed to be subleased, to take effect as of the commencement date of such proposed sublease. (d) If Tenant's request is for an Assignment of this Lease, or for a subletting of all or substantially all of the Premises for the remainder of the Term and which will leave Tenant or its successor corporation and related corporations in possession of less than fifty percent (50%) of the original Premises, then Landlord may by notice given to Tenant within fifteen (15) days after receipt of all items to be submitted to Landlord by Tenant pursuant to this Section, terminate this Lease on a date to be specified in said notice ("EARLIER TERMINATION DATE"), which shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting, nor later than ten (10) days after said effective date. Tenant shall then vacate and surrender the Premises on or before the Earlier Termination Date, and the Term of this Lease as to the entire Premises shall end on the Earlier Termination Date as if that were the Expiration Date, or the expiration of a Renewal Term, as applicable. (e) If Landlord shall elect to terminate this Lease in whole or in part, Landlord shall be free to, and shall have no liability to Tenant if Landlord should, lease the Premises (or such part thereof) to Tenant's prospective assignee or subtenant. If this Lease is terminated as to part of the Premises pursuant hereto or part of the Premises is sublet to Landlord, Tenant shall vacate and surrender such part of the Premises and (i) Landlord shall, at Tenant's sole cost and expense, (1) make such alterations as may be required physically to separate such surrendered space from the remainder of the Premises and to comply with all Legal Requirements and Insurance Requirements, and install all other equipment or facilities which may be required in order to use such sublet portion as a unit separate from the remainder of the Premises and (2) repair or restore to tenantable condition any part of the remainder of the Premises which is physically affected by such separation, if necessary; and (ii) Tenant shall afford Landlord and its tenants reasonably appropriate means of ingress and egress to and from such surrendered space; and (iii) in the event of a partial termination Landlord and Tenant shall execute and deliver a supplementary agreement modifying this Lease, as of the day following such surrender, by eliminating such surrendered space from the Premises, reducing the Rent allocable to the remaining Premises pro rata and appropriately modifying the other terms of any settlement by this Lease to reflect the Company. The Company shall elimination of such surrendered space from the Premises. (f) In the event Landlord does not be liable for any settlement of any action effected without exercise its prior written option to terminate this Lease in whole or in part within the fifteen (15) day period specified in this Section, Landlord's consent (which to such subletting or assignment, as the case may be, shall not be unreasonably withheld)withheld or delayed. In additionHowever, the Company Landlord shall not, without in any event, be obligated to consent to any sublease or assignment of this Lease unless: (i) In the prior written consent reasonable judgment of Landlord, the proposed subtenant or assignee, as the may be, is of a character and financial worth such as is in keeping with the reasonable standards of Landlord in those respects for the Building, and the nature of the Underwriters proposed subtenant's or assignee's business and its reputation is in keeping with the character of the Building and its tenancies; (ii) The purposes for which consent the proposed subtenant or assignee intends to use the Premises or the applicable portion thereof are uses expressly permitted by this Lease; (iii) Tenant shall not have advertised or publicized in any way the availability of all or part of the Premises for less than market rent without Landlord's consent; (iv) The proposed occupancy shall not increase the Landlord's cleaning requirements or impose a disproportionate burden upon the Building Equipment or Building services; (v) The proposed sublease or assignment shall prohibit any assignment or further subletting except in conformity to the provisions of this Article; (vi) Tenant shall not be unreasonably withheldin default in the performance of any of its obligations hereunder; and (vii) The proposed subtenant or assignee shall not then be a tenant in the Building or a related corporation of any other tenant (unless Landlord does not have sufficient rentable space in the Building to meet the proposed subtenant's space requirements), settleor a person then negotiating with Landlord for the rental of any space. (g) In the event that Tenant fails to execute and deliver any assignment or "sublease to which Landlord shall have consented within forty-five (45) days after the giving of such consent, compromise then Tenant shall again comply with all of the provisions and conditions of this Article before assigning this Lease or subletting all or any part of the Premises. (h) The consent by Landlord to an assignment, transfer, encumbering, or subletting pursuant to any provision of this Lease shall not in any way be deemed consent to the entry of any judgment in other or otherwise seek to terminate any pending further assignment, transfer, encumbering or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination subletting. (i) includes an unconditional release Tenant shall pay to Landlord all reasonable attorneys' fees and disbursements incurred by Landlord in connection with any proposed assignment or sublease, including the costs of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement making investigations as to the acceptability of a proposed subtenant or an admission assignee. In furtherance of faultthe foregoing, culpability Tenant shall pay to Landlord at the time it submits the items required by this Section a transfer fee of $1,000.00 towards Landlord's legal and other costs, which shall be payment in full for all such costs. (j) No assignment permitted or otherwise consented to by Landlord shall be valid unless, within ten (10) days after the execution thereof, Tenant shall deliver to Landlord a failure duplicate original instrument of assignment and assumption in form and substance reasonably satisfactory to actLandlord, duly executed by or on behalf Tenant and by the assignee, in which such assignee shall assume for the benefit of any Underwriter Indemnified PartyLandlord the performance of all of the provisions of this Lease.

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

Procedure. If (a) Any party seeking indemnification pursuant to this Article IV (the "Indemnified Person") from another party (the "Indemnifying Person") may proceed directly against such Indemnifying Person under this Section 4.6 without first resorting to any action is other rights of indemnification; PROVIDED, HOWEVER, that no Indemnifying Person shall be obligated hereunder to the extent an Indemnified Person has already received, or shall receive, full indemnification or reimbursement from another source. (b) In the event any action, suit or proceeding shall be brought against an Underwriter any Indemnified Party Person in respect of connection with any matter for which indemnity indemnification may be sought against the Company by such Indemnified Person pursuant to Section 5.1.1this Article IV, such Underwriter Indemnified Party shall promptly notify the Company in writing of Indemnifying Person may, and upon the institution request of such action Indemnified Person shall, at the Indemnifying Person's expense, resist and the Company shall assume the defense of defend such action, including suit or proceeding, or cause the employment and fees of same to be resisted or defended, by counsel (selected by the Indemnifying Person, subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such caseapproval, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) , of such Indemnified Person and, in the terms event of any settlement failure by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In additionIndemnifying Person to do so, the Company Indemnifying Person shall notpay all reasonable costs and expenses (including, without the prior written consent of the Underwriters limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Person in connection with such action, suit or proceeding. (which consent shall not be unreasonably withheld)c) In case any claim is made, settleor any suit or action is commenced, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action against an Indemnified Person in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether by such Indemnified Person pursuant to this Article IV, such Indemnified Person shall promptly give the Indemnifying Person notice thereof. If any Indemnified Person fails to give prompt notice of any claim being made or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent any suit or termination (i) includes an unconditional release action being commenced in respect of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution under this Article IV may be sought and (ii) does sought, such failure shall not include a statement as limit the liability of the Indemnifying Person; PROVIDED, HOWEVER, that this provision shall not be deemed to limit the Indemnifying Person's rights to recover for any loss, cost or an admission of fault, culpability or a expense which such Indemnifying Person can establish resulted from such failure to act, by or on behalf of any Underwriter Indemnified Partygive prompt notice.

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

Procedure. If any action is brought against an Underwriter Placement Agent Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.16.1.1, such Underwriter Placement Agent Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Placement Agent Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Placement Agent Indemnified Party requests that the Company do so. Such Underwriter Placement Agent Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of the Company Company, and shall be advanced by the Company; provided, provider however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Placement Agent Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the CompanyParty. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Placement Agent Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Placement Agent Indemnified Party, acceptable to such Underwriter Placement Agent Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Placement Agent Indemnified Party.

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

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

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

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

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

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

Procedure. If In case any action is brought against an Underwriter Indemnified Party proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1this Article 8, such Underwriter person (the “Indemnified Party Party”) shall promptly notify the Company person against whom such indemnity may be sought (the “Indemnifying Party”) in writing writing. In case any such proceeding shall be brought against any Indemnified Party, it shall notify the Indemnifying Party of the institution commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume and control the defense thereof, with counsel satisfactory to such Indemnified Party and shall pay as incurred the fees and disbursements of such action and the Company shall assume the defense of counsel related to such actionproceeding. In any such proceeding, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter any Indemnified Party shall have the right to employ retain its or their own counsel in any such caseat its own expense. Notwithstanding the foregoing, and the Indemnifying Party shall pay as incurred the fees and expenses of such the counsel shall be at the expense of the Company and shall be advanced retained by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party in the event (in addition to local counsel). Notwithstanding anything to a) the contrary contained herein, Indemnifying Party and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into have mutually agreed to the retention of such counsel or (b) the named parties to any settlement without such proceeding (including any impleaded parties) include both the prior written consent (which shall not be unreasonably withheld) Indemnifying Party and the Indemnified Party and representation of the terms of any settlement both parties by the Companysame counsel would be inappropriate due to actual or potential differing interests between them. The Company Indemnifying Party shall not be liable for any settlement of any action proceeding effected without its prior written consent but if settled with such consent, 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. In the event either party notifies the other party of a claim pursuant to this Section 8.4 (which such notice, a “Notice of Claim”), the Indemnifying Party shall have thirty (30) calendar days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “Contest Notice”); provided, however, that if, at the time a Notice of Claim is submitted to the Indemnifying Party the amount of the claims, losses, damages and liabilities in respect thereof has not yet been determined, such thirty (30) day period shall not be unreasonably withheld)commence until a further written notice (a “Notice of Liability”) has been sent or delivered by the Indemnified Party to the Indemnifying Party setting forth the amount of the claims, losses, damages and liabilities incurred by the Indemnified Party that was the subject of the earlier Notice of Claim. In additionSuch Contest Notice shall specify the reasons or basis for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the claims, losses, damages and liabilities asserted, the Company shall notamount, without if any, which the prior written consent Indemnifying Party believes is due the Indemnified Party. If no such Contest Notice is given within such 30-day period, the obligation of the Underwriters Indemnifying Party to pay to the Indemnified Party the amount of the claims, losses, damages and liabilities set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. If, on the other hand, the Indemnifying Party contests a Notice of Claim or Notice of Liability (which consent as the case may be) within such 30-day period, the Indemnified Party and the Indemnifying Party shall not thereafter attempt in good faith to resolve their dispute by agreement. If they are unable to so resolve their dispute within the immediately succeeding thirty (30) days, such dispute shall be unreasonably withheldresolved by binding arbitration in Dallas County, Texas. The award of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. Upon final determination of the amount of the claims, losses, damages and liabilities that is the subject of an indemnification claim (whether such determination is the result of the Indemnifying Party’s acceptance of, or failure to contest, a Notice of Claim or Notice of Liability, or of a resolution of any dispute with respect thereto by agreement of the parties or binding arbitration), settlesuch amount shall be payable, compromise or consent in cash by the Indemnifying Party to the entry of any judgment in or otherwise seek Indemnified Parties who have been determined to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder entitled thereto within fifteen (whether or not such Underwriter Indemnified Party is a party thereto15) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out days of such action for which indemnification or contribution may be sought final determination of the amount of the claims, losses, damages and (ii) does liabilities due by the Indemnifying Party. Any amount that becomes due hereunder and is not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partypaid when due shall bear interest at the maximum legal rate per annum from the date due until paid.

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

Procedure. If any action is brought against an Underwriter (a) To receive the benefit of indemnification under Section 7.1, a XOMA Indemnified Party must (i) promptly notify DYAX in respect writing of which indemnity may be sought against a claim or suit; PROVIDED, that failure to give such notice shall not relieve DYAX of its indemnification obligations except where, and solely to the Company pursuant to Section 5.1.1extent that, such Underwriter failure actually and materially preju- dices the rights of DYAX; (ii) provide reasonable cooperation (at DYAX's expense); and (iii) tender to DYAX (and its insurer) full authority to defend or settle the claim or suit; PROVIDED that no settlement requiring any admission by the XOMA Indemnified Party or that imposes any obligation on the XOMA Indemnified Party shall be made without the XOMA Indemnified Party's consent. DYAX shall not have any obligation to indemnify the other party in connection with any settlement made without DYAX's written consent. The XOMA Indemnified Party has the right to participate at its own expense in the claim or suit and in selecting counsel therefor. The XOMA Indemnified Party shall cooperate with DYAX (and its insurer), as reasonably requested. (b) To receive the benefit of indemnification under Section 7.2, a DYAX Indemnified Party must (i) promptly notify the Company XOMA in writing of the institution a claim or suit; PROVIDED, that failure to give such notice shall not relieve XOMA of such action its indemnification obligations except where, and the Company shall assume the defense of such action, including the employment and fees of counsel (subject solely to the approval extent that, such failure actually and materially prejudices the rights of such Underwriter XOMA; (ii) provide reasonable cooperation (at XOMA's expense); and (iii) tender to XOMA (and its insurer) full authority to defend or settle the claim or suit; PROVIDED that no settlement requiring any admission by the DYAX Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests or that imposes any obligation on the Company do so. Such Underwriter DYAX Indemnified Party shall be made without the DYAX Indemnified Party's consent. XOMA shall not have any obligation to indemnify the other party in connection with any settlement made without XOMA's written consent. The DYAX Indemnified Party has the right to employ participate at its own expense in the claim or their own suit and in selecting counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)therefor. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter The DYAX Indemnified Party shall not enter into any settlement without the prior written consent cooperate with XOMA (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without and its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheldinsurer), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyreasonably requested.

Procedure. If any action is brought against an Underwriter The Indemnified Party shall, in the event of any claim, suit, action or proceeding against it in respect of which indemnity may be sought against on account of any indemnity agreement by the Company pursuant Indemnifying Parties contained herein, promptly give written notice thereof to Section 5.1.1the appropriate Indemnifying Parties. When such notice is given, such Underwriter Indemnified the Indemnifying Party shall promptly notify be entitled to participate at its own expense in the Company in writing of the institution of such action and the Company shall defense of, or if it so elects, to assume the defense of of, such actionclaim, including suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the employment and fees of counsel (subject Indemnifying Party, but if the Indemnifying Party shall elect not to the approval of assume such Underwriter defense, it shall reimburse such Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear Parties for the reasonable fees and expenses of more than one firm of attorneys any counsel retained by them. The foregoing notwithstanding, in the event that the Indemnifying Party shall assume such defense and any Indemnified Party or Parties shall be advised by independent legal counsel that counsel selected by the Underwriter Indemnifying Party is not fully and adequately protecting such party or parties and representing the interests of such party or parties, any such Indemnified Party (or Parties shall have the right to conduct its or their own defense against any such claim, suit, action or proceeding in addition to local counsel). Notwithstanding anything to or in lieu of any defense conducted by the contrary contained hereinIndemnifying Party, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnifying Party shall indemnify and hold harmless such Indemnified Party shall not enter into or Parties against and from any settlement without the prior written consent and all suits, claims, damages, liabilities or expenses whatsoever (which shall not be unreasonably withheldincluding reasonable fees and expenses of counsel selected by such Indemnified Party or Parties) incurred by and arising out of the terms of or in connection with any settlement by the Companysuch claim, suit, action or proceeding. The Company An Indemnifying Party shall not be liable for any the settlement of any claim, suit, action or proceeding effected without its prior written consent (which shall not be unreasonably withheld). In additionconsent, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partywithheld unreasonably.

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

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

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

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

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

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity Withdrawals from the Trust Account as permitted above may be sought against made by the Reinsurer or the Company at any time and from time to time, provided that the withdrawing party (the “Withdrawing Party”) has provided ten Business Days’ written notice (the “Notice Period”) to the other party hereto (the “Non-Withdrawing Party”) consisting of the following (collectively, the “Withdrawal Notice”): (i) a statement of the Withdrawing Party’s intent to make such withdrawal, (ii) the amount of the withdrawal, (iii) the effective date of the withdrawal (the “Withdrawal Date,” which shall be at least one Business Day after the end of the Notice Period), and (iv) a certificate stating in reasonable specificity the reasons for the withdrawal. The Withdrawing Party shall certify to the Trustee in writing that the Withdrawal Notice has been given to the Non-Withdrawing Party as required and shall attach a copy of the Withdrawal Notice with such written certificate. No other statement or document need be presented to the Trustee to authorize a withdrawal from the Trust Account. Trustee shall obtain and retain a confirmation or receipt evidencing the delivery of the assets that are withdrawn pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of instructions provided by the institution of such action and Withdrawing Party. In the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests event that the Company do so. Such Underwriter Indemnified Party shall have is the right Withdrawing Party, during such ten Business Day period after the Company’s Withdrawal Notice, the Reinsurer may provide to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall the Trustee written directions as to which assets are to be advanced by withdrawn to satisfy the Company; provided, however, that amount of the Company shall withdrawal. If the Reinsurer does not be obligated to bear the reasonable fees and expenses of more than provide any such direction at least one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything Business Day prior to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In additionWithdrawal Date, the Company shall not, without provide written direction to the prior written consent Trustee as to which assets are to be withdrawn. Upon receipt of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent Withdrawing Party’s instructions and in the absence of receipt within the Notice Period by the Trustee of a written protest to the entry withdrawal by the Non-Withdrawing Party, the Trustee shall on the Withdrawal Date promptly take any and all necessary steps to transfer to the Withdrawing Party all right, title and interest in the assets being withdrawn, and to deliver the custody thereof to the Withdrawing Party. The Trustee shall be protected in relying upon any written demand of the Withdrawing Party for such withdrawal that contains the Withdrawal Notice and certification described in the second sentence of this Section 5(c). Furthermore, the Trustee shall have no duty or responsibility whatsoever to question the truth or validity of such demand from the Withdrawing Party or any judgment notice of protest the Trustee may receive from the Non-Withdrawing Party (as provided for hereafter) or to determine that any amounts or assets withdrawn from the Trust Account pursuant to this Section 5 are correct or will be used and applied in a manner consistent with the terms of this Agreement. If either the Reinsurer or otherwise seek the Company protests such withdrawal within the Notice Period by written notice to terminate any pending or threatened the Trustee and the Non-Withdrawing Party, providing with reasonable specificity the reasons for such protest, and provided the Trustee has had a reasonable opportunity to act upon such notice before the assets have been withdrawn and delivered, the Trustee shall take no further action in respect on the Withdrawal Notice (except to advise the Withdrawing Party of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party theretoits receipt of the notice of protest from the Non-Withdrawing Party) unless such settlement, compromise, consent or termination until it has received (i) includes an unconditional release a final order, no longer subject to appeal, rendered in accordance with Section 18 hereof, directing the withdrawal of each Underwriter Indemnified Party, acceptable assets and identifying the specific assets that are to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out be the subject of such action for which indemnification the withdrawal or contribution may be sought and (ii) does not include a statement joint written instructions from the Reinsurer and the Company directing the withdrawal of assets and identifying the specific assets that are to be the subject of the withdrawal. The Trustee shall have no duty, responsibility or obligation whatsoever to participate in any dispute resolution process between the Company and the Reinsurer as to provided in Section 18 hereof, unless requested by the Reinsurer or an admission of faultthe Company, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partyin which event the requesting party shall reimburse and indemnify Trustee for Trustee’s reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) in connection with such requested participation.

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

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

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

Procedure. If the Party being indemnified hereunder or its respective directors, officers, employees or agents (the "Indemnitee") intends to claim indemnification under this Article IX, the Indemnitee shall promptly notify the other Party (the "Indemnitor") of any loss, claim, damage, liability or action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant Indemnitee intends to Section 5.1.1claim such indemnification, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company Indemnitor shall assume manage and control, at its sole expense, the defense of such actionthe claim and its settlement. The Indemnitee shall cooperate with the Indemnitor and may, including the employment at its option and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not its own expense, be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel represented in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Companyaction or proceeding. The Company Indemnitor CONFIDENTIAL shall not be liable for any litigation costs or expenses incurred by the Indemnitee. The indemnity agreement in this Article IX shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which Indemnitor. The Indemnitor may enter into a settlement without the consent shall not be unreasonably withheld), settle, compromise or consent to of the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) Indemnitee unless such settlement, compromise, consent or termination settlement (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (iia) does not include a statement as to complete release of the Indemnitee from all liability with respect thereto, or an admission of fault(b) imposes any restrictions on the Indemnitee. The Indemnitee under this Article IX, culpability or a failure to actand its directors, by or on behalf officers, employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any Underwriter Indemnified Partyaction, claim or liability covered by this indemnification. The Indemnitor shall additionally be liable to pay the reasonable legal costs and attorneys' fees incurred by the Indemnitee in establishing its claim for indemnity.

Procedure. If any action is brought against an Underwriter claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall given written notice thereof to the other party (the "Indemnitor") promptly (in no event more than ten (10) days) after it learns of the existence of such claim or proceeding. Any claim for indemnification hereunder shall be accompanied by evidence demonstrating the Indemnified Party's right or possible right to indemnification, including a copy of all supporting documents relevant thereto. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same; PROVIDED, HOWEVER, that no settlement or compromise shall be effected without the consent of the Indemnified Party, which consent shall not be unreasonably withheld and PROVIDED FURTHER, that in the event the Indemnified Party does not consent to a BONA FIDE offer of settlement made by a third party and the settlement involves only the payment of money, then the Indemnitor may, in lieu of payment of such settlement to such third party, pay such amount to the Indemnified Party. After the payment to the Indemnified Party, the Indemnitor shall have no further liability with respect of which indemnity may be sought against to such claim or proceeding and the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify assume full responsibility to defend the Company in writing same. After notice from the Indemnitor to the Indemnified Party of the institution of such action and the Company shall its election to assume the defense of such actionclaim or proceeding, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval Indemnitor shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter liable to the Indemnified Party requests under this paragraph for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel to represent it if, in any such casethe Indemnified Party's sole judgment, it is advisable for the Indemnified Party to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Indemnified Party. The parties will fully cooperate in any such action, making available to each other books or records for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice of the claim or proceeding from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Company and shall be advanced by Indemnitor (but subject to the Company; providedIndemnitor's right subsequently to contest through appropriate proceedings its obligation to provide indemnification), however, that in any way which the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (deems in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partybest interest.

Procedure. If any Upon receipt by an Indemnified Person of actual notice of an action is brought against an Underwriter such Indemnified Party in Person with respect of to which indemnity may reasonably be expected to be sought against the Company pursuant to under this Section 5.1.113, such Underwriter Indemnified Party Person shall promptly notify the Company in writing of the institution of such action and writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the Company may have on account of this Section 13 or otherwise to such Indemnified Person. The Company shall, if requested by Revere, assume the defense of any such action, action (including the employment and fees of counsel (subject designated by Revere and reasonably satisfactory to the approval of such Underwriter Company). Any Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party Person shall have the right to employ its or their own separate counsel in any such caseaction and participate in the defense thereof, and but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ separate counsel reasonably acceptable to Revere for the benefit of Revere and the other Indemnified Persons or (ii) such Indemnified Person shall be advanced have been advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by and engaged by the Company; providedCompany for the purpose of representing the Indemnified Person, howeverto represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, that in which event the Company shall not be obligated to bear pay the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to counsel, plus local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5for all Indemnified Parties, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not counsel shall, if Revere is a defendant, be unreasonably withheld) of the terms of any settlement designated by the CompanyRevere. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld)Revere, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified PartyPerson, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified PartyPerson. The advancement, reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 Calendar Days following the date of any invoice therefore).

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

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

Procedure. If any action is brought against an Underwriter (a) In the event that a Buyer Indemnified Party (an “Indemnified Party”) shall incur or suffer any Losses in respect of which indemnity indemnification may be sought against the Company pursuant to Section 5.1.1the provisions of this Article VII from any other Party or Parties (each, such Underwriter an “Indemnifying Party”), the Indemnified Party shall promptly notify submit an Indemnification Notice stating the Company in writing nature and basis of such claim. The Indemnification Notice shall set forth: (i) the specific representation, warranty or covenant alleged to have been breached by the Indemnifying Party; (ii) a reasonably detailed description of the institution facts and circumstances giving rise to the alleged breach of such action representation, warranty or covenant; and (iii) a reasonably detailed description of, and a reasonable estimate of the Company total amount of, the Losses actually incurred or expected to be incurred by the Indemnified Party as a direct result of such alleged breach. In the case of Losses arising by reason of any third-party claim, the Indemnification Notice shall assume be given within thirty (30) days of the filing or other written assertion of any such claim against the Indemnified Party, but the failure of the Indemnified Party to give the Indemnification Notice within such time period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced thereby. (b) From the Closing Date until the first anniversary thereof, the Buyer Indemnified Parties shall deliver a copy of any Indemnification Notice delivered to the Shareholder Representatives to the Escrow Agent contemporaneously with the delivery of such Indemnification Notice to the Shareholder Representatives. (c) The Indemnified Party shall provide to the Indemnifying Party on request all information and documentation in the Indemnified Party’s possession (A) that is not privileged and is reasonably necessary to the defense of such action, including the employment claim for indemnification and fees of counsel (subject B) that is critical (whether or not privileged) to support and verify any Losses which the approval of such Underwriter Indemnified Party (which approval believes give rise to a claim for indemnification hereunder and shall not be unreasonably withheld)) give the Indemnifying Party reasonable access to all books, records and payment personnel in the possession or under the control of actual expenses if an Underwriter the Indemnified Party requests that which would have bearing on such claim. (d) In the Company do so. Such Underwriter Indemnified case of third-party claims with respect to which an Indemnification Notice is given, the Indemnifying Party shall have the right option to employ its (A) conduct any proceedings or their own counsel negotiations in connection therewith, (B) take all other steps to settle or defend any such case, claim and the fees and expenses of such (C) employ counsel shall be at the expense of the Company and shall be advanced by Indemnifying Party’s choosing to contest any such claim in the Companyname of the Indemnified Party or otherwise; provided, howeverthat unless a settlement of a claim contains an unconditional release of the Indemnified Party, that the Company no settlement shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement effected without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior advance written consent of the Underwriters Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third-party claim, and the Indemnified Party shall be entitled to participate with counsel of its own choice at the expense of the Indemnifying Party if representation of both parties by the same counsel presents a conflict of interest or is otherwise inappropriate under applicable standards of professional conduct. The Indemnifying Party shall, within thirty (30) days of receipt of the Indemnification Notice, notify the Indemnified Party of its intention to assume the defense of any such claim. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any such claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall elect to assume the defense of any such claim, the Indemnified Party shall make available to the Indemnifying Party any documents and materials in its possession or control that may be necessary to the defense of such claim, and the Indemnified Party shall execute such documents and take such other actions as the Indemnifying Party may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or consent adjustment relating to, such matter. If the Indemnifying Party shall decline to assume the entry defense of any judgment in such claim, or otherwise seek shall fail to terminate any pending or threatened action notify the Indemnified Party within thirty (30) days after receipt of the Indemnification Notice of the Indemnifying Party’s election to defend such claim, the Indemnified Party shall proceed diligently to defend such claim. The expenses of all proceedings, in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder any such claims (whether or not such Underwriter other than those incurred by the Indemnified Party which are referred to in the second sentence of this subparagraph (iii)) shall be borne by the Indemnifying Party but only if the Indemnifying Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter responsible pursuant hereto to indemnify the Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out Party in respect of such action for claim and, if applicable, only to the extent required by this Article VII. Regardless of which indemnification or contribution may be sought and (ii) does not include a statement as party shall assume the defense of the claim, the parties agree to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Partycooperate fully with one another in connection therewith.

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

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

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

Procedure. If Promptly after receipt by an Indemnified Person under subsection (a) or (c) above of notice of any claims or the commencement of any action, such Indemnified Person shall, if a claim in respect thereof is to be made against the Indemnitor under such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an Indemnitor shall not relieve the indemnifying party from any liability which it may have under this Section 7 to the extent that it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that such Indemnitor may have otherwise than on account of the indemnity agreement hereunder). In case any such claim or action is brought against any Indemnified Person, and it notifies an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing Indemnitor of the institution of such action and commencement thereof, the Company shall assume indemnifying party will be entitled to participate, at its own expense in the defense of such action, including and to assume the employment defense thereof with counsel selected by the Indemnitor and fees of satisfactory to such Indemnified Person, provided however, that counsel (subject to the approval of such Underwriter Indemnified Party (which approval indemnifying party shall not (except with the written consent of the indemnified party) also be unreasonably withheld)counsel to the indemnified party. The Indemnitor shall in written notify the Indemnified Person within fourteen (14) and payment of actual expenses if an Underwriter calendar days after receiving the aforesaid notice from such Indemnified Party requests Person Stating that the Company do soIndemnitor shall be responsible for such Third Party Claim. Such Underwriter Notwithstanding the foregoing, the Indemnified Party Person or Persons shall have the right to (i) to assume the defense and control the settlement of such claim and (ii) to employ separate counsel at our reasonable expense and control its or their own counsel in defense of a claim if (x) the named parties to any such caseaction (including any impleaded parties) include both the Indemnified Person and Indemnitor, and the Indemnified Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person that are different from those available to the Indemnitor, (y) such claim involves equitable or other non-monetary damages or in the reasonable judgment of the Indemnified Person, such settlement would have a continuing material adverse effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers) or (z) or in the reasonable judgment of the Indemnified Person, the Indemnitor may not be able to satisfy fully such Third Party Claim. Provided, however, the fees and expenses of such counsel shall be at the expense of such Indemnitor if (i) the Company employment of such counsel shall have been authorized in writing by one of the Indemnitors in connection with the defense of such action, (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the Indemnitor does not diligently defend the action after assumption of the defense, or (iv) such Indemnified Person or Persons shall have reasonably concluded that a conflict may arise between the positions of the Indemnitor and the Indemnified Person, or any of them, in conducting the defense of any such action or there may be legal defenses available to it or them which are different from or additional to those available to one or all of the Indemnitors (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnified Person or Persons), in any of which events such fees and expenses shall be borne by the Indemnitor and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)paid as incurred. Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably withheld). In addition, the Company shall notNo Indemnitor shall, without the prior written consent of the Underwriters Indemnified Persons (which consent shall not be unreasonably withhelddelayed, withhold or denied), settleeffect any settlement or compromise of, compromise or consent to the entry of any judgment in or otherwise seek to terminate with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which advancement(i) such settlement of the claim involves equitable or other non-monetary damages against the Indemnified Person, reimbursement, indemnification or (ii) indemnity or contribution may be or could have been sought hereunder by an Indemnified Person under this Section 7 or Section 8 hereof (whether or not such Underwriter the Indemnified Party Person is a an actual or potential party thereto), unless (x) unless such settlement, compromise, consent compromise or termination judgment (i) includes an unconditional release of each Underwriter the Indemnified Party, acceptable to such Underwriter Indemnified Party, Person from all liabilities, expenses and claims liability arising out of such claim, investigation, action for which indemnification or contribution may be sought proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a any failure to act, by or on behalf of the Indemnified Person, and (y) the Indemnitor confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment. In addition, the Indemnified Person shall have the sole and exclusive right to settle any Underwriter Indemnified Partythird party claim on such terms and conditions as it deems reasonably appropriate to the extent such third party claim settlement involves only equitable or other non-monetary relief, and shall have the right to settle any third party claim involving monetary damages with M▇▇▇▇’s consent.