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

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

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

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

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

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

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

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

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the 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 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 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 EACH PARTY AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY AMERICAN ARBITRATION ASSOCIATION (“AAA”) pursuant to Section 5.1.1its Commercial Arbitration rules (the “AAA Rules”) by one (1) arbitrator selected in accordance with the AAA Rules. Each party AGREES THAT THE USE OF THE AAA RULES DOES NOT CHANGE CONSULTANT’S CLASSIFICATION TO THAT OF AN EMPLOYEE. TO THE CONTRARY, such Underwriter Indemnified CONSULTANT REAFFIRMS THAT HE/SHE IS AN INDEPENDENT CONTRACTOR. each 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 agrees that the Company do so. Such Underwriter Indemnified Party arbitrator shall have the right power to employ its or their own counsel decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. each Party agrees that the arbitrator shall issue a written decision on the merits. each Party also agrees that The expenses of arbitration shall be shared equally, provided that THE PREVAILING PARTY SHALL HAVE ITS EXPENSES INCURRED IN CONNECTION WITH THE ARBITRATION REIMBURSED BY THE LOSING PARTY, PROVIDED FURTHER THAT IF A PARTY TO SUCH ARBITRATION PREVAILS IN PART AND LOSES IN PART, THEN THE ARBITRATOR SHALL AWARD SUCH REIMBURSEMENT ON AN EQUITABLE BASIS. Each Party agrees that the arbitrator shall administer and conduct any arbitration in any such casea manner consistent with the AAA Rules, and that the fees arbitrator shall apply substantive and expenses procedural delaware law to any dispute or claim, without reference to rules of such counsel conflict of law. To the extent that the AAA Rules conflict with Delaware law, Delaware law shall take precedence. Consultant further agrees that any arbitration under this agreement shall be at conducted in the expense State 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 PartyDelaware.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which 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 Each Indemnified Party will notify each of the Covenantors and the other Parties in writing of any action is brought Action against an Underwriter such Indemnified Party in respect of which indemnity any Covenantor is or may be sought against obligated to provide indemnification hereunder promptly after the Company pursuant to Section 5.1.1, such Underwriter receipt of notice or Knowledge of the commencement thereof. The failure of any Indemnified Party to notify any Covenantor shall promptly notify the Company in writing of the institution of not relieve such action and the Company shall assume the defense of Covenantor from any Liability which it may have to such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall under this Section 7.4 or otherwise unless the failure to so notify results in the forfeiture by such Covenantor of substantial rights and defense and will not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that in any event relieve such Covenantor from any obligations other than the Company do soindemnification provided for herein. Such Underwriter Indemnified Party shall Any Covenantor will have the right to employ its or their own participate in, and, to the extent it so desires, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Parties. Such participation made by any Covenantor to assume the defense shall not be deemed an acknowledgement that such Covenantor is subject to indemnification hereunder. However, each Indemnified Party will have the right to retain separate counsel and to participate in any such casethe defense thereof, and with the fees and expenses of such counsel shall to be at paid by the expense Covenantors if representation of such Indemnified Party by the counsel retained by the Covenantors would be, in the Indemnified Party’s view, inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The Covenantors will be responsible for the expenses of such defense even if it does not elect to assume such defense. None of the Company and shall be advanced by Covenantors may, except with 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) Consent 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 additionrelevant Indemnified Party, 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 enter into any pending or threatened action settlement which does not include as a term thereof the unconditional release of such Indemnified Party of all Liabilities 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 PartyAction.

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

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

Procedure. If (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 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 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 5.1.15(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 any action is brought Upon receipt by a BPC Indemnified Person of actual notice of an Action against an Underwriter such BPC Indemnified Party in Person with respect of to which indemnity may be sought against the Company pursuant to Section 5.1.1under this Agreement, such Underwriter BPC Indemnified Party Person shall promptly notify the Company (an "Indemnifying Party") in writing writing; provided that failure so to notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which such Indemnifying Party may have on account of this indemnity or otherwise, except to the institution of extent such action and Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall, if requested by the Company shall BPC Indemnified Person, assume the defense of any such action, Action including the employment and fees retention of counsel (subject reasonably satisfactory to the approval of such Underwriter BPC Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Person. Any BPC Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party Person shall have the right to employ its or their own separate counsel in any such caseAction and participate in the defense thereof, and but the fees and expenses of such counsel shall be at the expense of such BPC Indemnified Person, unless: (i) the Company Indemnifying Party has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impleaded parties) include both such BPC Indemnified Person and the Indemnifying Party, and such BPC Indemnified Person shall have been advised by counsel that there may be advanced by one or more legal defenses available to it which are different from or in addition to those available to the CompanyIndemnifying Party; provided, however, provided that the Company Indemnifying Party shall not in such event be obligated to bear responsible hereunder for the reasonable fees and expenses of more than one firm of attorneys selected by separate counsel in connection with any Action in the Underwriter Indemnified Party (same jurisdiction, in addition to any local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company Indemnifying Party shall not be liable for any settlement of any action Action effected without its prior written consent (which shall not be unreasonably withheld). In additionconsent, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld). In addition, an Indemnifying Party will not, without prior written consent of the applicable BPC Indemnified Person, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action Action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter any BPC Indemnified Party Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter BPC Indemnified Party, acceptable to such Underwriter Indemnified Party, Person from all liabilities, expenses and claims Liabilities arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified PartyAction.

Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company 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)Placement Agents, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

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

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

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

Procedure. If (a) The Parent and the Designated Persons, on the one hand, and Fish▇▇, ▇▇ the other hand, each agree to promptly notify each other if any action is brought against an Underwriter Indemnified Party in of them becomes aware of any liability, loss, damage, settlement, claim, cost or expense with respect of to which indemnity may be sought against the Company pursuant asserted under this Section 10 (hereinafter referred to Section 5.1.1as a "claim"), such Underwriter Indemnified Party shall promptly provided that failure to notify the Company indemnifying party shall not relieve such party from liability except to the extent such party is prejudiced thereby. Failure to deliver a notice prior to the date referred to in writing of Section 10.3(c) shall, however, absolutely bar any claim for indemnity for such claim. The party entitled to indemnity (the institution of "Indemnitee") shall permit the party responsible for such action and indemnity (the Company shall "Indemnitor") to assume the defense of any such actionclaim or any litigation resulting from such claim. (b) If the Indemnitor assumes the defense of any such claim or litigation resulting therefrom, including the employment and fees of counsel (subject to Indemnitee may participate, at its expense, 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 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 litigation provided that the Company has timely honored its obligations under Section 5, Indemnitor shall direct and control the Underwriter Indemnified Party shall not enter into any settlement without defense of such claim or litigation. Except with 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 (Indemnitee, which consent shall not be unreasonably withheld), settlethe Indemnitor shall not, compromise in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment in or otherwise seek enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to terminate any pending or threatened action the Indemnitee of a release from all liability in respect of which advancementsuch claim or litigation. (c) If the Indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, reimbursement, indemnification the Indemnitee may defend against such claim or contribution litigation in such manner as it may be sought hereunder (whether or deem appropriate. The Indemnitee shall 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 enter into any settlement of such action claim or litigation without the written consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor shall promptly reimburse the Indemnitee from time to time for any and all amounts paid for or incurred by the Indemnitee and for which the Indemnitor is obligated pursuant to this Section 10, upon submission by the Indemnitee of a statement reflecting the basis upon which such indemnification or contribution may be is sought and the computation of such amounts. (iid) does not include a statement as The Indemnitee shall make available to the Indemnitor or an admission its Representatives all records and other materials required by them and in the possession or under control of faultthe Indemnitee, culpability or a failure to actfor the use of the Indemnitor and its Representatives in defending any such claim, by or on behalf of any Underwriter Indemnified Partyand shall in other respects give reasonable cooperation in such defense.

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

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

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

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 11.1 or 11.2 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, Sellers and the fees Doctors 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 against BEC and/or BEI with respect to Section 11.1 hereof may in AmSurg's discretion be discharged by setoff against any amounts owed or owing to BEC or any affiliate thereof under the Operating Agreement between BEC and AmSurg. (c) Notwithstanding the foregoing, no Doctor shall be required to indemnify AmSurg for any amount in excess of his pro rata portion of the Purchase Price. (d) Notwithstanding the foregoing, Sellers and the Doctors shall not include a statement as be obligated to or an admission make any indemnification under Section 11.1 unless the aggregate amount of faultLosses exceeds $10,000 (the "Basket"), culpability or a failure and such indemnification with respect to act, such Losses shall be made by or on behalf Sellers and the Doctors 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 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 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 an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have has the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced has been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) counsel to the Underwriter Indemnified Party or Parties has reasonably concluded that there may be obligated defenses available to bear it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel)) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, All fees and provided that the Company has timely honored its obligations under Section 5, the expenses incurred by an Underwriter Indemnified Party shall not enter into any settlement without be reimbursed within 30 days of their respective invoices. The Company will have the prior written consent (which shall not be unreasonably withheld) of right to approve the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (such action, which approval shall not be unreasonably withheld). In additionwithheld or delayed, the Company and all Underwriter Indemnified Parties shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancementsettlement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination settlement (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

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

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

Procedure. If any action is brought against an Underwriter (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 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 as identified by such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do soexpenses. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified Party unless (i) the employment of such counsel at the expense of the Company and shall be advanced have been authorized in writing by the Company; providedCompany in connection with the defense of such action, however, that or (ii) the Company shall not have employed counsel to have charge of the defense of such action within a commercially reasonable time following its receipt of notice by such Underwriter Indemnified Party 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), 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, Seller and the fees Doctors 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 Seller with respect to Section 12.1 hereof may in AmSurg's discretion be discharged by setoff against any amounts owed or owing to Seller or any affiliate thereof under the Operating Agreement between Seller and AmSurg. (c) Notwithstanding the foregoing, no Doctor shall be required to indemnify AmSurg or ASC for any amount in excess of his pro rata portion of the Purchase Price. (d) Notwithstanding the foregoing, Seller and the Doctors shall not include a statement as be obligated to or an admission make any indemnification under Section 12.1 unless the aggregate amount of faultLosses exceeds $10,000 (the "Basket"), culpability or a failure and such indemnification with respect to act, such Losses shall be made by or on behalf Seller and the Doctors only to the extent of any Underwriter Indemnified Partysuch excess over the Basket. (e) No party shall be entitled to seek indemnification for consequential damages against another 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 8 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 8 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 or delayed 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 or delayed 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 8 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 8. 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.