Common use of Notification and Cooperation Clause in Contracts

Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations under this Section 13.07 are subject to the following terms and conditions: (i) An Indemnified Party seeking indemnification hereunder shall give written notice to the Indemnifying Party within a reasonable time after the Indemnified Party receives notice or becomes aware of an indemnifiable claim; provided, however, the failure to give notice timely shall not affect the Indemnifying Party’s obligation hereunder except if, and then only to the extent that, such failure materially prejudices the Indemnifying Party or its ability to defend such claim; (ii) The Indemnifying Party shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party (which counsel shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party); (iii) The Indemnified Party shall have the right to participate and assist in, but not control, the defense of such claim and employ separate counsel (plus any local counsel) in any action or claim at the expense of the Indemnified Party (i.e., at its own expense); provided that Indemnifying Party shall bear the cost of such expense, and the Indemnified Party shall have the right to control the defense if: (A) the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (B) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (C) the Indemnifying Party has failed to assume the defense of such action; (D) the Indemnifying Party shall not have employed counsel satisfactory to such Indemnified Party to represent such Indemnified Party; or (E) the interests of the Indemnified Party and the Indemnifying Party are adverse, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (plus any local counsel) at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party; and (iv) The Indemnifying Party shall not settle or compromise any claim suit or action against the Indemnified Party without the express prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations under this Section 13.07 are subject to the following terms and conditions: (i) An Indemnified Party seeking indemnification hereunder shall give written notice to the Indemnifying Seller of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party within of any matters giving rise to a reasonable time after claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Seller of its obligations under this Article 8 unless and to the extent that the Seller shall have been actually prejudiced by the failure of the Indemnified Party receives to so notify the Seller. Such notice shall describe in reasonable detail such claim. In case any such action, suit, claim or becomes aware proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at the cost and expense of an indemnifiable the Seller, counsel and participate in the defense thereof. If the Seller participates in the defense of any claim, all Indemnified Parties shall thereafter deliver to the Seller copies of all notices and documents (including court papers) received by the Indemnified Parties relating to the claim, and shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Seller’s request) the provision to the Seller of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided, however, that the failure to give notice timely Seller shall not affect the Indemnifying Party’s obligation hereunder except ifunreasonably withhold, and then only to the extent that, such failure materially prejudices the Indemnifying Party delay or condition its ability to defend such claim; (ii) consent. The Indemnifying Party shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party (which counsel shall Seller further agrees that it will not, except with the consent of without the Indemnified Party, be counsel to the Indemnifying Party); ’s prior written consent (iii) The Indemnified Party shall have the right to participate and assist in, but not control, the defense of such claim and employ separate counsel (plus any local counsel) in any action or claim at the expense of the Indemnified Party (i.e., at its own expense); provided that Indemnifying Party shall bear the cost of such expense, and the Indemnified Party shall have the right to control the defense if: (A) the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (B) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (C) the Indemnifying Party has failed to assume the defense of such action; (D) the Indemnifying Party which shall not have employed counsel satisfactory to such Indemnified Party to represent such Indemnified Party; be unreasonably withheld or (E) the interests of the Indemnified Party and the Indemnifying Party are adversedelayed), in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (plus any local counsel) at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party; and (iv) The Indemnifying Party shall not settle or compromise any claim suit or action against the consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party without the express prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction liability arising out of the same general allegations such action, suit, claim or circumstancesproceeding.

Notification and Cooperation. The parties hereto further agreePromptly after receipt by an Indemnified Party under this Section 2.07 of notice of the commencement of any action, and such Indemnified Party shall, if a claim in respect thereof is to be made against the Seller or Servicer, as applicable (each, as applicable, an "Indemnifying Party" (or if a claim for contribution is to be made against another party) under this Section 2.07 hereof, notify the Indemnifying Party (or other contributing party) in writing of the commencement thereof; but the omission so to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability it may have to any Indemnified Party not a (or to the party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations requesting contribution) otherwise than under this Section 13.07 are subject to the following terms and conditions: (i) An 2.07 hereof. In case any such action is brought against any Indemnified Party seeking indemnification hereunder shall give written notice to and it notifies the Indemnifying Party within a reasonable time after of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to each Indemnified Party receives promptly after receiving the aforesaid notice or becomes aware of from an indemnifiable claimIndemnified Party, the Indemnifying Party elects to assume the defense thereof, it may control the defense thereof (jointly with any other indemnifying party similarly notified) with counsel satisfactory to each Indemnified Party; provided, however, that if the failure to give notice timely shall not affect the Indemnifying Party’s obligation hereunder except if, defendants in any such action include both an Indemnified Party and then only to the extent that, such failure materially prejudices the Indemnifying Party or its ability to defend such claim; (ii) The Indemnifying Party shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party (which counsel shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party); (iii) The Indemnified Party shall have the right to participate and assist in, but not control, the defense of such claim and employ separate counsel (plus any local counsel) in any action or claim at the expense of the Indemnified Party (i.e., at its own expense); provided that Indemnifying Party shall bear the cost of such expense, and the Indemnified Party shall have the right to control the defense if: (A) the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying partyIndemnifying Party, (B) the employment thereof has been specifically authorized by Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party in writing; (C) the Indemnifying to such Indemnified Party has failed of its election so to assume the defense of such action; action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (Di) such Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel satisfactory to such Indemnified Party to represent such Indemnified Party; Party within a reasonable time after notice of commencement of the action or (Eiii) the interests of the Indemnified Party and the Indemnifying Party are adverse, in which case, if shall have authorized the employment of counsel for such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (plus any local counsel) at the expense of the Indemnifying Party, the Indemnifying Party . No party shall not have the right be liable for contribution with respect to assume the defense of such any action on behalf of the Indemnified Party; and (iv) The Indemnifying Party shall not settle or compromise any claim suit or action against the Indemnified Party settled without the express prior written consent of the Indemnified Partyits consent, which consent shall not be unreasonably withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations under this Section 13.07 are subject to the following terms and conditions: (i) An Indemnified Party seeking indemnification hereunder shall give written notice to the Indemnifying Party Company within a reasonable time after the Indemnified Party receives notice or becomes aware of an indemnifiable claim; provided, however, the failure to give notice timely shall not affect the Indemnifying Party’s obligation hereunder except if, and then only to the extent that, such failure materially prejudices the Indemnifying Party or its ability to defend such claim; (ii) The Indemnifying Party Company shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party (which counsel shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party); (iii) The Indemnified Party shall have the right to participate and assist in, but not control, the defense of such claim and employ separate counsel (plus any local counsel) in any action or claim at the expense of the Indemnified Party (i.e., at its own expense); provided that Indemnifying Party shall bear the cost of such expense, and the Indemnified Party shall have the right to control the defense if) unless: (A) the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (Bi) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (Cii) the Indemnifying Party has failed to assume the defense of such action; (D) the Indemnifying Party shall not have employed action and employ counsel reasonably satisfactory to such Indemnified Party to represent such the Indemnified Party; or (Eiii) the interests of the Indemnified Party and the Indemnifying Party are adverse, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (plus any local counsel) at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party; and (iv) The Indemnifying Party Company shall not settle or compromise any claim suit or action against the Indemnified Party without the express prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification and Cooperation. The parties hereto further agreePromptly after receipt by an Indemnified Party under this Subsection (c) of notice of the commencement of any action, and such Indemnified Party shall, if a claim in respect thereof is to be made against the Company or Servicer, as applicable (each, as applicable, an “Indemnifying Party” (or if a claim for contribution is to be made against another party) under this Subsection 7, notify the Indemnifying Party (or other contributing party) in writing of the commencement thereof; but the omission so to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability it may have to any Indemnified Party not a (or to the party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s indemnification obligations requesting contribution) otherwise than under this Section 13.07 are subject to the following terms and conditions: (i) An Indemnified Party seeking indemnification hereunder shall give written notice to the Indemnifying Party within a reasonable time after the Indemnified Party receives notice or becomes aware of an indemnifiable claim; providedSubsection 7, however, the failure to give notice timely shall not affect the Indemnifying Party’s obligation hereunder except if, and then only to the extent that, such failure materially prejudices the Indemnifying Party or its ability to defend such claim; (ii) The . In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable be entitled to participate therein and, to the extent that, by written notice delivered to each Indemnified Party (which counsel shall not, except with promptly after receiving the consent of the aforesaid notice from an Indemnified Party, be counsel to the Indemnifying Party); (iii) The Indemnified Party shall have the right elects to participate and assist in, but not control, assume the defense of such claim and employ separate counsel (plus any local counsel) in any action or claim at the expense of the Indemnified Party (i.e.thereof, at its own expense); provided that Indemnifying Party shall bear the cost of such expense, and the Indemnified Party shall have the right to it may control the defense if: thereof (Ajointly with any other Indemnifying Party similarly notified) with counsel satisfactory to each Indemnified Party; provided, however, that if the defendants in any such action include both an Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying partyIndemnifying Party, (B) the employment thereof has been specifically authorized by Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party in writing; (C) the Indemnifying to such Indemnified Party has failed of its election so to assume the defense of such action; action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (Di) such Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party; Party within a reasonable time after notice of commencement of the action or (Eiii) the interests of the Indemnified Party and the Indemnifying Party are adverse, in which case, if shall have authorized the employment of counsel for such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (plus any local counsel) at the expense of the Indemnifying Party, the Indemnifying Party provided such legal and other expenses are reasonable. No party shall not have the right be liable for contribution with respect to assume the defense of such any action on behalf of the Indemnified Party; and (iv) The Indemnifying Party shall not settle or compromise any claim suit or action against the Indemnified Party settled without the express prior written consent of the Indemnified Partyits consent, which consent shall not be unreasonably withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification and Cooperation. The parties hereto further agree, and any Indemnified Party not a party hereto is deemed to agree, as a condition to its reliance on such indemnification, that the Company’s 's indemnification obligations under this Section 13.07 13.05 are subject to the following terms and conditions: (i) An Indemnified Party seeking indemnification hereunder shall give written notice to the Indemnifying Party Company within a reasonable time after the Indemnified Party receives notice or becomes aware of an indemnifiable claim; provided, however, the provided that failure to give such notice timely within a reasonable time shall not affect invalidate the Indemnifying Party’s obligation hereunder except ifCompany's obligations to indemnify such Indemnified Party unless, and then only to the extent that, such failure materially prejudices the Indemnifying Party or its ability to defend such claim, and the Indemnifying Party shall have the burden of proving such material prejudice; (ii) The Indemnifying Party Company shall undertake the defense of the action or claim with counsel or other representatives of its own choosing and reasonably acceptable to the Indemnified Party (which counsel shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party); (iii) The Indemnified Party shall have the right to participate and assist in, but not control, the defense of such claim and employ separate counsel (plus any local counsel) in any action or claim at the expense of the Indemnified Party (i.e., i.e. at its own expense); , provided that Indemnifying Party shall bear that, if the cost interests of such expense, the Company and the Indemnified Party shall have the right to control the defense if: (A) diverge, the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available entitled to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (B) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (C) the Indemnifying Party has failed to assume the defense of such action; (D) the Indemnifying Party shall not have employed counsel satisfactory to such Indemnified Party to represent such Indemnified Party; or (E) the interests of the Indemnified Party and the Indemnifying Party are adverse, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel (plus any local counsel) at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified PartyCompany's reasonable expense; and (iv) The Indemnifying Party Company shall not settle or compromise any claim claim, suit or action against the Indemnified Party without the express prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In no event shall any Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.