AS THE SAME ARE MADE IN RELIANCE AND IN CONFORMITY WITH ANY
INFORMATION FURNISHED IN WRITING TO SKYTERRA BY THE HOLDERS EXPRESSLY FOR USE
THEREIN OR BY THE FAILURE OF THE HOLDERS TO DELIVER A COPY OF SUCH REGISTRATION
STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO AS REQUIRED BY
LAW AFTER SKYTERRA HAS FURNISHED THE HOLDERS WITH A SUFFICIENT NUMBER OF COPIES
OF THE SAME.
3.2
INDEMNIFICATION BY THE HOLDERS. IN CONNECTION WITH THE RESALE
REGISTRATION STATEMENT IN WHICH ANY HOLDER IS PARTICIPATING, EACH SUCH HOLDER
SHALL FURNISH TO SKYTERRA IN WRITING SUCH INFORMATION AS SKYTERRA REASONABLY
REQUESTS FOR USE IN CONNECTION WITH ANY SUCH REGISTRATION STATEMENT OR
PROSPECTUS AND, TO THE EXTENT PERMITTED BY LAW, EACH HOLDER SHALL INDEMNIFY
SKYTERRA, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES, AND EACH PERSON WHO
CONTROLS SKYTERRA (WITHIN THE MEANING OF THE SECURITIES ACT), AGAINST ANY
LOSSES, CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES RESULTING FROM ANY UNTRUE OR
ALLEGED UNTRUE STATEMENT OF MATERIAL FACT CONTAINED IN THE RESALE REGISTRATION
STATEMENT, THE PROSPECTUS OR PRELIMINARY PROSPECTUS FORMING A PART OF THE RESALE
REGISTRATION STATEMENT OR ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO OR ANY
OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING, BUT ONLY TO THE EXTENT THAT ANY
INFORMATION SO FURNISHED IN WRITING BY SUCH HOLDER CONTAINS SUCH UNTRUE
STATEMENT OR OMITS A MATERIAL FACT REQUIRED TO BE STATED THEREIN NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING; PROVIDED, HOWEVER, THAT THE
OBLIGATION OF ANY HOLDER TO INDEMNIFY SKYTERRA HEREUNDER SHALL BE LIMITED TO THE
NET PROCEEDS TO SUCH HOLDER FROM THE SALE OF SUCH HOLDER'S ACQUIRED SHARES
PURSUANT TO THE RESALE REGISTRATION STATEMENT.
3.3
INDEMNIFICATION PROCEDURES. ANY PERSON ENTITLED TO INDEMNIFICATION
HEREUNDER SHALL (I) GIVE PROMPT WRITTEN NOTICE TO THE INDEMNIFYING PARTY OF ANY
CLAIM WITH RESPECT TO WHICH IT SEEKS INDEMNIFICATION (PROVIDED THAT THE FAILURE
TO GIVE PROMPT NOTICE SHALL NOT IMPAIR ANY PERSON'S RIGHT TO INDEMNIFICATION
HEREUNDER TO THE EXTENT SUCH FAILURE HAS NOT PREJUDICED THE INDEMNIFYING PARTY)
AND (II) UNLESS IN SUCH INDEMNIFIED PARTY'S REASONABLE JUDGMENT A CONFLICT OF
INTEREST BETWEEN SUCH INDEMNIFIED AND INDEMNIFYING PARTIES MAY EXIST WITH
RESPECT TO SUCH CLAIM, PERMIT SUCH INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF
SUCH CLAIM WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTY. IF
SUCH DEFENSE IS ASSUMED, THE INDEMNIFYING PARTY SHALL NOT BE SUBJECT TO ANY
LIABILITY FOR ANY SETTLEMENT MADE BY THE INDEMNIFIED PARTY WITHOUT ITS CONSENT
(BUT SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD). AN INDEMNIFYING PARTY WHO
IS NOT ENTITLED TO, OR ELECTS NOT TO, ASSUME THE DEFENSE OF A CLAIM SHALL NOT BE
OBLIGATED TO PAY THE FEES AND EXPENSES OF MORE THAN ONE COUNSEL (IN ADDITION TO
LOCAL COUNSEL) FOR ALL PARTIES INDEMNIFIED BY SUCH INDEMNIFYING PARTY WITH
RESPECT TO SUCH CLAIM, UNLESS IN THE REASONABLE JUDGMENT OF ANY INDEMNIFIED
PARTY THERE MAY BE ONE OR MORE LEGAL OR EQUITABLE DEFENSES