THE INDEMNIFYING PARTY IS NOTIFIED OF THE COMMENCEMENT THEREOF,
THE INDEMNIFYING PARTY SHALL BE ENTITLED TO PARTICIPATE THEREIN AND, TO THE
EXTENT THAT THE INDEMNIFYING PARTY MAY WISH, TO ASSUME THE DEFENSE THEREOF, WITH
COUNSEL SELECTED BY THE INDEMNIFYING PARTY AND APPROVED BY THE INDEMNIFIED
PERSON (PROVIDED THAT APPROVAL MAY NOT BE UNREASONABLY WITHHELD), AND AFTER
NOTICE FROM THE INDEMNIFYING PARTY TO SUCH INDEMNIFIED PERSON OF THE
INDEMNIFYING PARTY'S ELECTION SO AS TO ASSUME THE DEFENSE THEREOF, THE
INDEMNIFYING PARTY SHALL NOT BE LIABLE TO SUCH PERSON UNDER THIS SECTION FOR ANY
LEGAL OR OTHER EXPENSES SUBSEQUENTLY INCURRED BY SUCH PERSON IN CONNECTION WITH
THE DEFENSE THEREOF, UNLESS THE INDEMNIFYING PARTY APPROVES THE EMPLOYMENT OF
SEPARATE COUNSEL BY SUCH PERSON (IT BEING UNDERSTOOD, HOWEVER, THAT THE
INDEMNIFYING PARTY SHALL NOT BE LIABLE FOR LEGAL OR OTHER EXPENSES OF MORE THAN
ONE SEPARATE FIRM OF ATTORNEYS FOR ALL SUCH PERSONS INDEMNIFIED HEREUNDER, WHICH
FIRM SHALL BE DESIGNATED IN WRITING BY THE TRADING ADVISOR OR THE COMPANY, AS
THE CASE MAY BE).
14.
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT
OF THE OTHER PARTIES HERETO; PROVIDED, THAT EITHER PARTY MAY ASSIGN THIS
AGREEMENT TO AN AFFILIATE UPON PRIOR NOTICE TO THE OTHER PARTY.
15.
AMENDMENT; WAIVER.
THIS AGREEMENT SHALL NOT
BE AMENDED EXCEPT BY A WRITING SIGNED BY THE PARTIES HERETO.
NO WAIVER OF ANY
PROVISION OF THIS AGREEMENT SHALL BE IMPLIED FROM ANY COURSE OF DEALING BETWEEN
THE PARTIES HERETO OR FROM ANY FAILURE BY EITHER PARTY HERETO TO ASSERT ITS
RIGHTS HEREUNDER ON ANY OCCASION OR SERIES OF OCCASIONS.
16.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT, OR THE APPLICATION OF ANY PROVISION TO ANY PERSON OR CIRCUMSTANCE,
SHALL BE HELD TO BE INCONSISTENT WITH ANY PRESENT OR FUTURE LAW, RULING, RULE OR
REGULATION OF ANY COURT OR GOVERNMENTAL OR REGULATORY AUTHORITY HAVING
JURISDICTION OVER THE SUBJECT MATTER HEREOF, SUCH PROVISION SHALL BE DEEMED TO
BE RESCINDED OR MODIFIED IN ACCORDANCE WITH SUCH LAW, RULING, RULE OR
REGULATION, AND THE REMAINDER OF THIS AGREEMENT, OR THE APPLICATION OF SUCH
PROVISION TO PERSONS OR CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT SHALL BE
HELD INCONSISTENT, SHALL NOT BE AFFECTED THEREBY.
17.
NOTICES.
ANY NOTICE REQUIRED OR DESIRED TO
BE DELIVERED UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DELIVERED BY
COURIER SERVICE, FACSIMILE, POSTAGE PREPAID MAIL OR OTHER SIMILAR MEANS AND
SHALL BE EFFECTIVE UPON ACTUAL RECEIPT BY THE PARTY TO WHICH SUCH NOTICE SHALL
BE DIRECTED, ADDRESSED AS FOLLOWS (OR TO SUCH OTHER ADDRESS AS THE PARTY
ENTITLED TO NOTICE SHALL HEREAFTER DESIGNATE IN ACCORDANCE WITH THE TERMS
HEREOF):
13
if to the Company or the Manager:
NETS GLOBAL HORIZONS, LLC
c/o BlackRock Investment Management LLC
40 East 52nd Street
25th Floor
New York, NY 10022
Attn:
Edward A. Rzeszowski
Facsimile:
212-810-8745
with a copy to:
BlackRock Investment Management, LLC
Princeton Corporate Campus
800 Scudders Mill Road - Section 1B
Plainsboro, New Jersey
08536