Common use of Defense of Claims Clause in Contracts

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Issuer will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. The Indemnifying Parties shall be entitled to assume and control the defense of any Third Party Claim through counsel of their choice (such counsel to be reasonably acceptable to the Indemnified Party) if (i) it gives notice of its intention to do so to the Indemnified Party within 30 days of receiving notice of the Third Party Claim,(ii) the Third Party Claim does not include criminal charges and (iii) if the Third Party Claim were to be decided adversely to the Indemnifying Party, such a decision could reasonably be expected to result in Losses for which the Indemnifying Party would be responsible for a greater portion of the Losses related to such Third Party Claim than the Indemnified Party. If the Indemnifying Parties do not assume the defense of a Third Party Claim in accordance with this Section 9.4(c), the Indemnified Party may continue to defend the Third Party Claim. The Indemnified Party shall cooperate with the Indemnifying Parties in such defense and make available to the Indemnifying Parties, at the Indemnifying Parties’ expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is made against an reasonably requested by the Indemnifying Parties. Except with the written consent of the Indemnified Party, (a) the Issuer will be entitled to participate Indemnifying Parties shall not, in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Issuer will be liable giving to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense third party of a Third Party Claim, the Indemnified Party will (i) cooperate in release from all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect toto such suit, claim, action, or settle, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestproceeding.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim against such Indemnitee with respect to which an Indemnifying Party is made against an Indemnified Partyobligated to provide indemnification under this Agreement, (a) the Issuer Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. Such notice by the Indemnitee will describe the Third Party Claim in reasonable detail thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Loss that has been or may be entitled sustained by the Indemnitee. In addition, the Indemnitee will furnish copies of, or provide access to, all material written evidence pertaining to such Third-Party Claims as promptly as reasonably practicable. The Indemnifying Party will have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuerassume, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) Claim at such defense with its Indemnifying Party's own expense and by such Indemnifying Party's own counsel at its own expense. If (reasonably satisfactory to the Issuer does not assume Indemnitee), and the defense of any such Third Party Claim, the Indemnified Party may defend the same Indemnitee will cooperate in good faith in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestdefense.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a Party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Issuer Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume or to participate in the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the loss for which the Indemnified Party may defend seek indemnification from the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a party to this Agreement or any Affiliate of a party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The party defending the Third Party Claim shall (a) consult with the Issuer will be entitled other party throughout the pendency of the Third Party Claim regarding the investigation, defense, settlement, compromise, trial, appeal or other resolution thereof; and (b) afford the other party the opportunity, by notice, to participate and be associated in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume through counsel chosen by such other party, at its own expense, in the defense of any Third Party Claim, Claim as to which a party has elected to conduct and control the Indemnified Party defense thereof. The parties shall be entitled to participate cooperate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any such the Third Party Claim. The Indemnitee shall make available to the Indemnifying Party or its representatives all records and other materials reasonably required for use in contesting any Third Party Claim (subject to such confidentiality provisions as the Indemnitee may reasonably require) and shall furnish such testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. If requested by the Indemnifying Party, the Indemnified Indemnitee shall cooperate with the Indemnifying Party may defend and its counsel in contesting any Third Party Claim that the same in such manner as it may deem Indemnifying Party elects to contest or, if appropriate, including settling such in making any counterclaim against the Person asserting the claim or litigation after giving notice to the Issuer of such terms anddemand, the Issuer will promptly or any cross-complaint against any Person. The Indemnifying Party shall reimburse the Indemnified Party upon written requestIndemnitee for any expenses incurred by Indemnitee in cooperating with or acting at the request of the Indemnifying Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Issuer will be entitled to participate in assertion of any claim or of the defense thereof andcommencement of any claim, (b) if it so chooses, to assume the defense thereof with counsel selected action or proceeding made or brought by the Issuer, provided that in connection with such assumption (i) such counsel any person or entity who or which is not reasonably objected a party to by the Indemnified this Agreement or an affiliate of a party to this Agreement (a "Third Party and (iiClaim") the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements which indemnification is to be sought from a person required to provide indemnification under this Agreement (the "Indemnifying Party"), the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 calendar days after the Indemnitee's receipt of notice of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none provided the failure to give timely notice will not affect the rights or obligations of the Issuer will be liable Indemnifying Party except and only to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense extent that, as a result of a Third Party Claimsuch failure, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with was substantially disadvantaged. Such notice shall describe the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such nature of the Third Party Claim without in reasonable detail and will indicate the Issuer’s prior estimated amount, if practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written consent. If notice to the Issuer shall Indemnitee, to elect to assume the defense of any Third Party ClaimClaim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, and the Indemnified Party shall be entitled to participate Indemnitee will cooperate in (but not control) good faith in such defense with its own counsel at its such Indemnitee's own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a Party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Issuer Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. 7.2.1. If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party or any Affiliate of a Party (a “Third Party Claim”), with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee’s receipt of notice of such Third Party Claim is made against an Indemnified Partyexcept at otherwise provided by Section 7.2.6. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel; provided, none of however, that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend Indemnifying Party’s Liability pursuant to this Agreement; provided, however, that the same in such manner as it may deem appropriate, including settling such claim or litigation after giving Indemnitee provides written notice to the Issuer Indemnifying Party of its intent to settle and such notice reasonably describes the terms of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestsettlement at least ten (10) Business Days prior to entering into any settlement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) days after the Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer will Indemnifiable Loss that has been or may be entitled sustained by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Party ClaimClaim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that (i) the Indemnified Third Party shall be entitled Claim seeks (and continues to participate in seek) only monetary damages, (but not controlii) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of such claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, create a conflict or potential conflict of interest between such parties, and (iii) the Indemnifying Party, in the foregoing written notice, expressly acknowledges its unqualified obligation to indemnify and hold harmless the Indemnitee for the full amount of any Indemnifiable Losses resulting from such Third Party Claim, the Indemnified Party may defend the same . The Indemnitee shall cooperate in good faith in such manner as it may deem appropriate, including settling defense at such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestIndemnitee’s own expense.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which ----------------- indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Issuer will assertion of any Indemnifiable Loss or of the commencement of any suit, action or proceeding made or brought by any Person who is not an Indemnitee (a "Third-Party Claim") with respect to which indemnification is to be entitled sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third any Third-Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred Claim at such Indemnifying Party's expense and by the Indemnified Party in connection with the defense thereofsuch Indemnifying Party's own counsel. If the Issuer an Indemnifying Party elects not to assume the defense of a Third any Third-Party Claim, the Indemnified Indemnitee may defend, compromise or settle such Third-Party will (i) cooperate in all reasonable respects Claim with counsel selected by it, provided that, without the Issuer in connection with such defense and (ii) prior written consent of the Indemnifying Party, the Indemnitee shall not admit agree to the entry of any liability judgment with respect to, or settle, any compromise or dischargesettlement of, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Third-Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in 232 good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a party to this Agreement or any Affiliate of a Party to this Agreement or the applicable Winning Bidder with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Issuer Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is ----------------- to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount if practicable, (a) of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at the Indemnifying Party's expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. 8.2.1 If a Third Party Claim is any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made against an Indemnified Party, (a) the Issuer will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected or brought by the Issuer, provided that in connection with such assumption (i) such counsel any Person who is not reasonably objected to by the Indemnified a Party and or an Affiliate of a Party (iia “Third-Party Claim”) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee’s receipt of notice of such claim in full. Should the Issuer so elect to assume the defense of a Third Third-Party Claim, none except as otherwise provided by Section 8.2.6. Such notice shall describe the nature of the Issuer will Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be liable to the Indemnified Party for any legal expenses subsequently incurred sustained by the Indemnified Party in connection with the defense thereofIndemnitee. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified The Indemnifying Party will (i) cooperate in all reasonable respects with have the Issuer in connection with such defense and (ii) not admit any liability with respect toright, or settleat its election, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume to direct the defense of any Third Third-Party Claim, the Indemnified Party Claim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel. The Indemnitee shall be entitled to participate cooperate in (but not control) good faith in such defense with its own counsel at its such Indemnitee’s own expense. If the Issuer Indemnifying Party does not assume the defense of elect to defend any such Third Third-Party Claim, the Indemnified Indemnifying Party shall cooperate in good faith in the Indemnitee’s defense and may defend reasonably participate in the same in defense of the claim, all at such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestIndemnifying Party’s expense.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Issuer will assertion of any Indemnifiable Loss or of the commencement of any suit, action or proceeding made or brought by any Person who is not an Indemnitee (a “Third-Party Claim”) with respect to which indemnification is to be entitled sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee’s receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third any Third-Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred Claim at such Indemnifying Party’s expense and by the Indemnified Party in connection with the defense thereofsuch Indemnifying Party’s own counsel. If the Issuer an Indemnifying Party elects not to assume the defense of a Third any Third-Party Claim, the Indemnified Indemnitee may defend, compromise or settle such Third-Party will (i) cooperate in all reasonable respects Claim with counsel selected by it, provided that, without the Issuer in connection with such defense and (ii) prior written consent of the Indemnifying Party, the Indemnitee shall not admit agree to the entry of any liability judgment with respect to, or settle, any compromise or dischargesettlement of, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Third-Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a Party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Issuer Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail (as it is then known to the Indemnitee) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume or to participate in the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifiable Loss for which the Indemnified Party may defend seek indemnification from the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Issuer Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall be entitled conclusively establish the Indemnifying Party's liability pursuant to participate in this Agreement. (but not controlb) (i) If, within ten (10) calendar days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnitee receives written notice from the Indemnifying Party that such defense with its own counsel at its own expense. If the Issuer does not Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in Section 8.2(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnifying Party shall fail to take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may assume its own defense and the Indemnifying Party shall be liable for all reasonable expenses thereof. (ii) Without the prior written consent of the Indemnitee, the Indemnifying Party shall not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnifying Party shall be relieved of its obligations to defend such Third Party Claim and the Indemnitee may contest or defend such Third Party Claim. In such event, the Indemnified maximum liability of the Indemnifying Party may defend as to such Third Party Claim will be the same in amount of such manner as it may deem appropriatesettlement offer plus reasonable costs and expenses paid or incurred by Indemnitee up to the date of said notice. (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a "Direct Claim") shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, including settling stating the nature of such claim or litigation in reasonable detail and indicating the estimated amount, if practicable, but in any event such notice shall not be given later than ten (10) calendar days after giving notice the Indemnitee becomes aware of such Direct Claim, and the Indemnifying Party shall have a period of thirty (30) calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have accepted such claim. If the Indemnifying Party rejects such claim, the Indemnitee will be free to seek enforcement of its right to indemnification under this Agreement. (d) If the amount of any Indemnifiable Loss, at any time subsequent to the Issuer making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by, from or against any other entity, the amount of such terms andreduction, less any costs, expenses or premiums incurred in connection therewith (together with interest thereon from the date of payment thereof at the publicly announced prime rate then in effect of Chase Manhattan Bank) shall promptly be repaid by the Indemnitee to the Indemnifying Party. (e) A failure to give timely notice as provided in this Section 8.2 shall not affect the rights or obligations of any Party hereunder except if, and only to the extent that, as a result of such failure, the Issuer will promptly reimburse the Indemnified Party upon written requestwhich was entitled to receive such notice was actually prejudiced as a result of such failure.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee’s receipt of written notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, Indemnitee (b) if it so chooses, such notice to assume the defense thereof with counsel selected include an acknowledgement by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) the Issuer first admits in writing of its liability to indemnify the Indemnified Party indemnification obligations with respect to all elements of such claim in full. Should the Issuer so Third Party Claim), to elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnitee. The Indemnitee may cooperate in good faith in such defense at such Indemnitee’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party’s liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Member receives notice of the Issuer assertion of any claim with respect to which indemnification is to be sought under this Operating Agreement, the Member seeking indemnification (the "Indemnitee") shall notify the party from whom the Indemnitee is seeking indemnification (the "Indemnifying Party") within ten (10) days after the Indemnitee's receipt of notice of such claim. Such notice shall describe the nature of the claim in reasonable detail and shall indicate the estimated amount, if practicable, of the potential loss that has been or may be sustained by the Indemnitee. If the claim involves the Customer or any Person that is not a Member or an Affiliate of a Member (a "Third Party Claim"), the Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, provided that the Issuer’s prior written consentcounsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate in good faith in such defense of Third Party Claims at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party prompt written notice thereof, but in any event such notice shall not be given later than fifteen (15) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee’s receipt of written notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party’s liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnified Party receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Representative of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnified Party shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than thirty (30) calendar days after the Indemnified Party’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an in reasonable detail and shall indicate the estimated amount, if practicable, of the indemnifiable Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnified Party, (a) the Issuer will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel; provided, none of that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnified Party. The Indemnified Party shall cooperate in good faith in such defense at such Indemnified Party’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party’s liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Issuer will be entitled to participate in assertion of any claim or of the defense thereof andcommencement of any claim, (b) if it so choosesaction, to assume the defense thereof with counsel selected or proceeding made or brought by the Issuer, provided that in connection with such assumption (i) such counsel any Person who is not reasonably objected a party to by the Indemnified Party and this Agreement or any Affiliate of a party to this Agreement (iia "THIRD PARTY CLAIM") the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 10 Business Days after the Indemnitee's receipt of notice of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none or within 10 Business Days prior to the date on which an answer or reply, if any, to such claim is due, whichever is earlier. Such notice shall describe the nature of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without in reasonable detail and will indicate the Issuer’s prior estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written consent. If notice to the Issuer shall Indemnitee, to elect to assume the defense of any Third Party ClaimClaim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, and the Indemnified Party shall be entitled to participate Indemnitee will cooperate in (but not control) good faith in such defense with its own counsel at its such Indemnitee's own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.this Agreement. 85

Defense of Claims. 1. If any party entitled to be indemnified under this Agreement (an "Indemnitee") receives notice of assertion or commencement of any claim, action or proceeding made or brought by any person or entity who or which is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnitee with respect to which any person or entity required to provide indemnification under this Agreement (an "Indemnifying Party") is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than (30) calendar days after receipt of such Third Party Claim. Such notice will describe the Third Party Claim is made against an Indemnified Partyin reasonable detail, (a) will include copies of all material written evidence thereof and will indicate the Issuer estimated amount, if reasonably practicable, of the indemnifiable loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in in, or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuerassume, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) Claim at such defense with its Indemnifying Party's own expense and by such Indemnifying Party's own counsel at its own expense. If (reasonably satisfactory to the Issuer does not assume Indemnitee), and the defense of any such Third Party Claim, the Indemnified Party may defend the same Indemnitee will cooperate in good faith in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestdefense.

Defense of Claims. If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Representative of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than thirty (30) calendar days after the Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel; provided, none of that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party’s liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party prompt written notice thereof, but in any event such notice shall not be given later than fifteen (15) calendar days after the Indemnitee' s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion or commencement of any Third Party Claim made or brought by any Person who is made against not a Party to this Agreement or any Affiliate of a Party to this Agreement with respect to which indemnification is to be sought from an Indemnified Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (a10) calendar days after the Issuer Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail (as it is then known to the Indemnitee) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume or to participate in the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifiable Loss for which the Indemnified Party may defend seek indemnification from the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Issuer will assertion of any claim or of the commencement of any suit, action or proceeding made or brought by any Person who is not an Indemnitee (a "Third-Party Claim") with respect to which indemnification is to be entitled sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof (a "Third-Party Claim Notice"), but in no event later than ten (10) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third any Third-Party Claim, none Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel. If within twenty (20) Business Days after receipt of the Issuer will be liable Third-Party Claim Notice, an Indemnifying Party fails to give written notice to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects Indemnitee of its election to assume the defense of a Third such Third-Party 39 Claim, then the Indemnified Indemnitee may defend, compromise or settle such Third-Party will (i) cooperate in all reasonable respects Claim with counsel selected by it, provided that, without the Issuer in connection with such defense and (ii) prior written consent of the Indemnifying Party, the Indemnitee shall not admit agree to the entry of any liability judgment with respect to, or settleany compromise or settlement of, such Third-Party Claim, which judgment, compromise or discharge, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer settlement does not assume include the defense unconditional release of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestIndemnifying Party.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.this Agreement. 82

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be ----------------- sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the Issuer’s prior written consentIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) days after the Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) if practicable, of the Issuer Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, none of provided that the Issuer will be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Issuer elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without shall be reasonably satisfactory to the IssuerIndemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s prior written consentown expense. If the Issuer shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any Indemnitee may compromise or settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party’s liability pursuant to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) If any Indemnitee receives notice of the Issuer will assertion of any Indemnifiable Loss or of the commencement of any suit, action or proceeding made or brought by any Person who is not an Indemnitee (a "Third-Party Claim") with respect to which indemnification is to be entitled sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in no event later than ten (10) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by the Issuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Issuer so elect to assume the defense of a Third any Third-Party Claim, none of the Issuer will be liable to the Indemnified Party for any legal expenses subsequently incurred Claim at such Indemnifying Party's expense and by the Indemnified Party in connection with the defense thereofsuch Indemnifying Party's own counsel. If the Issuer an Indemnifying Party elects not to assume the defense of a Third any Third-Party Claim, the Indemnified Indemnitee may defend, compromise or settle such Third-Party will (i) cooperate in all reasonable respects Claim with counsel selected by it, provided that, without the Issuer in connection with such defense and (ii) prior written consent of the Indemnifying Party, the Indemnitee shall not admit agree to the entry of any liability judgment with respect to, or settle, any compromise or dischargesettlement of, such Third Party Claim without the Issuer’s prior written consent. If the Issuer shall assume the defense of any Third Third-Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Issuer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Issuer of such terms and, the Issuer will promptly reimburse the Indemnified Party upon written request.