Common use of Procedures for Defense of Claims Clause in Contracts

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and the Subsidiaries, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries to indemnify the Servicer for the liability asserted in such claim. (c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the ServicerIndemnified Party, the Servicer Indemnified Party shall promptly notify WEST the Indemnifying Party in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for the Indemnifying Party to understand such claim which is in the possession or under the control of, or can be obtained by, the Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer Indemnified Party or WEST the Indemnifying Party (as agreed between them) will undertake the defense thereof. The failure to notify WEST the Indemnifying Party promptly shall not relieve it the Indemnifying Party of its obligations under this Article 11 Section 3.03 or Section 11.01(a) unless such failure results in actual material prejudice to WEST or any Subsidiary with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedIndemnifying Party. (b) If agreed and accepted by WEST and the ServicerIndemnified Party, WEST the Indemnifying Party shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the Indemnifying Party's sole risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer Indemnified Party shall cooperate fully with WEST the Indemnifying Party in connection therewith; provided that (i) at all times the Servicer Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the ServicerIndemnified Party, and (ii) none of WEST or any Subsidiary the Indemnifying Party shall not be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries Indemnifying Party to indemnify the Servicer Indemnified Party for the liability asserted in such claim. (c) So long as WEST the Indemnifying Party is reasonably contesting any such claim in good faith, the Servicer Indemnified Party shall fully cooperate with WEST the Indemnifying Party in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationIndemnifying Party. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer Indemnified Party shall not settle or compromise any claim without the written consent of WEST the Indemnifying Party unless the Servicer Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries Indemnifying Party with respect to such claims. (d) If, within ten days after notice of any such claim, the Indemnified Party and the Indemnifying Party are unable to agree on which of them will defend such Third Party Claim, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such claim.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and each Person within the SubsidiariesServiced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries such Person to indemnify the Servicer for the liability asserted in such claim. (c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and each Person within the Subsidiaries Serviced Group with respect to such claims.

Procedures for Defense of Claims. (aIf any claim or liability is asserted or threatened, or any action, suit or proceeding is commenced by any third party against any Indemnitee(s) If a Third Party Claim is made against the Servicerthat might result in any liability being imposed on any Indemnitor(s) hereunder, the Servicer shall promptly notify WEST Indemnitee(s) shall, within a reasonable time following the receipt of same, give an Indemnification Notice to the Indemnitor(s) together with a copy of any complaint or other documents asserting such claim. Within ten (10) days from the date the Indemnification Notice is given, and the Servicer Indemnitor(s) shall give the Indemnitee(s) written notice as to whether the Indemnitor(s) elect to defend any such claim or WEST liability (as agreed between themthe "Defense Notice"); provided, however, that during the interim, the Indemnitee(s) will undertake the defense thereof. The failure shall be entitled to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary take reasonable action with respect to such claim which the actionIndemnitee(s) deem necessary to protect against such further damage or default with respect thereto. The Indemnitor(s) may not elect to defend any claim or liability unless they also agree that the Indemnitor(s) are liable to the Indemnitee(s) for such claim or liability pursuant to this Article X. If the Indemnitor(s) elect to defend any such claim or liability, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST such defense shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and be at the sole risk cost and expense of WEST the Indemnitor(s) and using professionals chosen by the SubsidiariesIndemnitor(s), subject to the approval of the good faith settlement Indemnitee(s), which approval shall not unreasonably be denied. In the event that the Indemnitor(s) shall elect to defend any claim or defense of such claimliability pursuant to this subparagraph, and the Servicer shall cooperate fully with WEST in connection therewith; provided Indemnitee(s) agree that (i) at they will permit the Indemnitor(s), their attorneys, accountants or other agents to have access to all times relevant properties, records and documents of the Servicer shall Indemnitee(s) and to furnish to the Indemnitor(s) such financial, commercial, legal, operations and other information as the Indemnitor(s) may reasonably request and as may be entitled related to participate in such settlement the claim or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and liability being contested; (ii) none they will cooperate to permit the Indemnitor(s) to make any investigations which they may reasonably request. If the Indemnitor(s) do not elect to defend any claim or liability, the Indemnitor(s) shall nevertheless cooperate with the Indemnitee(s) to the same extent the Indemnitee(s) would have been required to cooperate with the Indemnitor(s) had the Indemnitor(s) elected to defend against the claim or liability. If the Indemnitor(s) elect to defend any claim or liability pursuant to this paragraph, the Indemnitee(s) may participate in the defense of WEST such claim or liability that the Indemnitor(s) have elected to defend, but such participation shall be at their own expense unless a conflict of interest exists which makes such participation advisable; provided, however, that, if the liability or claim is ultimately shown to have been caused by the Indemnitee(s) and not the Indemnitor(s), such participation shall be at the expense of the Indemnitee(s). A conflict of interest shall not be deemed to exist solely by reason of the liability of the Indemnitor(s) pursuant to this Article X. If the Indemnitor(s) elect to defend any Subsidiary claim or liability pursuant to this paragraph, the Indemnitee(s) shall not settle or agree to settle any claim or liability without the prior written consent of the Indemnitor(s), which shall not unreasonably be withheld. In the event the Indemnitor(s) fail to consent to the settlement of any claim or liability within ten (10) days after the written request therefor by any Indemnitee(s), the Indemnitee(s) shall be entitled to settle such claims unless it claim or liability. In the event the Indemnitor(s) do not elect to defend against any claim or liability, the Indemnitee(s) shall be entitled to take such actions to defend against such claim or liability as the Indemnitee(s) shall deem reasonable, including, without limitation, settlement of such claim or liability without consent by Indemnitor(s). It is agreed that settlement of any claim or liability shall not determine whether the Indemnitor(s) are liable to the Indemnitee(s) pursuant to this Article X, which liability is to be determined in accordance with the provisions of this Article X without regard to the Indemnitee(s) right to settle as provided herein. If as provided above, the Indemnitor(s) have confirmed in writing no right to defend any claim or liability, the obligation Indemnitee(s) shall nevertheless provide the Indemnitor(s) with reasonable amounts of WEST information about the defense conducted by the Indemnitee(s) and the Subsidiaries to indemnify the Servicer for the liability asserted in such claim. (cIndemnitor(s) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully nevertheless cooperate with WEST the Indemnitee(s) to aid in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries with respect to such claimsprovided herein.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and each Person within the SubsidiariesServiced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries such Person to indemnify the Servicer for the liability asserted in such claim. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and each Person within the Subsidiaries Serviced Group with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and each Person within the SubsidiariesServiced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries to indemnify the Servicer for the liability asserted in such claim.such (c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and each Person within the Subsidiaries Serviced Group with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the ServicerIndemnified Party, the Servicer Indemnified Party shall promptly notify WEST the Indemnifying Party in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for the Indemnifying Party to understand such claim which is in the possession or under the control of, or can be obtained by, the Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer Indemnified Party or WEST the Indemnifying Party (as agreed between them) will undertake the defense thereof. The failure to notify WEST the Indemnifying Party promptly shall not relieve it the Indemnifying Party of its obligations under this Article 11 Section 3.03 or Section 11.01(a) unless such failure results in actual material prejudice to WEST or any Subsidiary with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedIndemnifying Party. (b) If agreed and accepted by WEST and the ServicerIndemnified Party, WEST the Indemnifying Party shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the Indemnifying Party's sole risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer Indemnified Party shall cooperate fully with WEST the Indemnifying Party in connection therewith; provided that (i) at all times the Servicer Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the ServicerIndemnified Party, and (ii) none of WEST or any Subsidiary the Indemnifying Party shall not be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries Indemnifying Party to indemnify the Servicer Indemnified Party for the liability asserted in such claim. (c) So long as WEST the Indemnifying Party is reasonably contesting any such claim in good faith, the Servicer Indemnified Party shall fully cooperate with WEST the Indemnifying Party in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationIndemnifying Party. Such cooperation shall include the retention and the 45 51 provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer Indemnified Party shall not settle or compromise any claim without the written consent of WEST the Indemnifying Party unless the Servicer Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries Indemnifying Party with respect to such claims. (d) If, within five days after notice of any such claim, the Indemnified Party and the Indemnifying Party are unable to agree on which of them will defend such Third Party Claim, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such claim.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicerany Indemnified Party, the Servicer applicable Indemnified Party shall promptly notify WEST GAL in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for GAL to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or WEST GAL (as agreed between themif so directed by the applicable Indemnified Party and if so accepted by GAL) will undertake the defense thereof. The failure to notify WEST GAL promptly shall not relieve it GAL of its obligations under this Article 11 XI unless and only to the extent that such failure results in actual material irreparable prejudice to WEST GAL or any Subsidiary with respect to other Person within the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedGAL Group. (b) If agreed so directed by the applicable Indemnified Party and if accepted by WEST and the ServicerGAL, WEST GAL shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the applicable Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the sole GAL’s risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer applicable Indemnified Party shall cooperate fully with WEST GAL in connection therewith; provided provided, however, that (i) at all times the Servicer applicable Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicerapplicable Indemnified Party, and (ii) none of WEST or any Subsidiary GAL shall not be entitled to settle such claims unless it shall have confirmed in writing the its obligation of WEST and the Subsidiaries to indemnify the Servicer applicable Indemnified Party for the liability asserted in such claim. GAL shall obtain the written consent of the applicable Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such claim if as a result thereof such Indemnified Party would become subject to injunctive, declaratory or other equitable relief or the business of such Indemnified Party would be materially adversely affected in any manner. (c) So long as WEST GAL is reasonably contesting any such claim in good faith, the Servicer applicable Indemnified Party shall fully cooperate with WEST GAL in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationGAL. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability making directors, officers and employees available on a mutually convenient basis of directors, officers and employees to provide additional information. The Neither the Servicer nor any Indemnified Party shall not settle or compromise any claim without the written consent of WEST GAL unless the Servicer or the applicable Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries GAL with respect to such claims. (d) If GAL, within 10 days after notice of any such claim, does not agree to defend such Third Party Claim as directed by the applicable Indemnified Party, such Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and each Person within the SubsidiariesServiced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries such Person to indemnify the Servicer for the liability asserted in such claim. (c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without #4822-6868-4260v2 the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and each Person within the Subsidiaries Serviced Group with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST MSAF, with respect to a claim under Section 11.01(a) above, or the relevant Non-MSAF AOE, with respect to a claim under Section 11.01(b) above, in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for MSAF or the relevant Non-MSAF AOE to understand such claim which is in the possession or under the control of, or can be obtained by, the Servicer at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or WEST MSAF or the relevant Non-MSAF AOE (as agreed between them) will undertake the defense thereof. The failure to notify WEST MSAF or the relevant Non-MSAF AOE promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST any of MSAF or any Subsidiary the MSAF Group with respect to the Aircraft Assets owned directly or indirectly by them with respect to a claim under Section 11.01(a) above, or to the relevant Non- MSAF AOE with respect to a claim under Section 11.01(b) above, with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST MSAF, with respect to a claim under Section 11.01(a) above, or the relevant Non-MSAF AOE, with respect to a claim under Section 11.01(b) above, shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the Servicer, such consent not to be unreasonably withheld or delayed) and at the MSAF's or such Non-MSAF AOE's sole risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST MSAF or such Non-MSAF AOE, as applicable, in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by itit (after reasonable consultation with MSAF or the relevant Non-MSAF AOE), and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST MSAF or any Subsidiary the relevant Non- MSAF AOE shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and MSAF or the Subsidiaries relevant Non-MSAF AOE to indemnify the Servicer for the liability asserted in such claim. (c) So long as WEST MSAF or the relevant Non-MSAF AOE is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST MSAF or the relevant Non-MSAF AOE in the defense of such claim as reasonably required by WESTMSAF or the relevant Non-MSAF AOE, and WEST MSAF or the relevant Non-MSAF AOE shall reimburse the Servicer for reasonable out-of-of- pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST MSAF or the relevant Non-MSAF AOE unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and MSAF or the Subsidiaries relevant Non-MSAF AOE with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST the Borrower of such claim, and the Servicer or WEST the Borrower (as agreed between them) will undertake the defense thereof. The failure to notify WEST the Borrower promptly shall not relieve it of its obligations under this Article 11 XI unless such failure results in actual material prejudice to WEST or any Subsidiary Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST the Borrower and the Servicer, WEST the Borrower shall within thirty (30) 30 days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and each Person within the SubsidiariesServiced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST the Borrower in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries such Person to indemnify the Servicer for the liability asserted in such claim. (c) So long as WEST the Borrower is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST the Borrower in the defense of such claim as reasonably required by WESTthe Borrower, and WEST the Borrower shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST the Borrower unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and each Person within the Subsidiaries Serviced Group with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicerany Indemnified Party, the Servicer applicable Indemnified Party shall promptly notify WEST AFT in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for AFT to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or WEST AFT (as agreed between themif so directed by the applicable Indemnified Party and if so accepted by AFT) will undertake the defense thereof. The failure to notify WEST AFT promptly shall not relieve it AFT of its obligations under this Article 11 XI unless and only to the extent that such failure results in actual material irreparable prejudice to WEST AFT or any Subsidiary with respect to other Person within the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedAFT Group. (b) If agreed so directed by the applicable Indemnified Party and if accepted by WEST and the ServicerAFT, WEST AFT shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the applicable Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the sole AFT's risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer applicable Indemnified Party shall cooperate fully with WEST AFT in connection therewith; provided provided, however, that (i) at all times the Servicer applicable Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicerapplicable Indemnified Party, and (ii) none of WEST or any Subsidiary AFT shall not be entitled to settle such claims unless it shall have confirmed in writing the its obligation of WEST and the Subsidiaries to indemnify the Servicer applicable Indemnified Party for the liability asserted in such claim. AFT shall obtain the written consent of the applicable Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such claim if as a result thereof such Indemnified Party would become subject to injunctive, declaratory or other equitable relief or the business of such Indemnified Party would be materially adversely affected in any manner. (c) So long as WEST AFT is reasonably contesting any such claim in good faith, the Servicer applicable Indemnified Party shall fully cooperate with WEST AFT in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries with respect to such claims.is

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary Person within [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and each Person within the SubsidiariesServiced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries such Person to indemnify the Servicer for the liability asserted in such claim. (c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and each Person within the Subsidiaries Serviced Group with respect to such claims.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicerany Indemnified Party, the Servicer applicable Indemnified Party shall promptly notify WEST the Company in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for the Company to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or WEST the Company (as agreed between themif so directed by the applicable Indemnified Party and if so accepted by the Company) will undertake the defense thereof. The failure to notify WEST the Company promptly shall not relieve it the Company of its obligations under this Article 11 XI unless and only to the extent that such failure results in actual material prejudice to WEST the Company or any Subsidiary with respect to other Person within the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedCompany Group. (b) If agreed so directed by the applicable Indemnified Party and if accepted by WEST and the ServicerCompany, WEST the Company shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the applicable Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the sole Company’s risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer applicable Indemnified Party shall cooperate fully with WEST the Company in connection therewith; provided that (i) at all times the Servicer applicable Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicerapplicable Indemnified Party, and (ii) none of WEST or any Subsidiary the Company shall not be entitled to settle such claims unless it shall have confirmed in writing the its obligation of WEST and the Subsidiaries to indemnify the Servicer applicable Indemnified Party for the liability asserted in such claim. The Company shall obtain the written consent of the applicable Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such claim if as a result thereof such Indemnified Party would become subject to injunctive, declaratory or other equitable relief or the business of such Indemnified Party would be materially adversely affected in any manner. (c) So long as WEST the Company is reasonably contesting any such claim in good faith, the Servicer applicable Indemnified Party shall fully cooperate with WEST the Company in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationCompany. Such cooperation shall include the retention and the provision of records and information information, which are reasonably relevant to such Third Party Claim and the availability making directors, officers and employees available on a mutually convenient basis of directors, officers and employees to provide additional information. The Neither the Servicer nor any Indemnified Party shall not settle or compromise any claim without the written consent of WEST the Company unless the Servicer or the applicable Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries Company with respect to such claims. (d) If the Company, within 10 days after notice of any such claim, does not agree to defend such Third Party Claim as directed by the applicable Indemnified Party, such Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicerany Indemnified Party, the Servicer applicable Indemnified Party shall promptly notify WEST GFL in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for GFL to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or WEST (as agreed between themGFL(if so directed by the applicable Indemnified Party and if so accepted by GFL) will undertake the defense thereof. The failure to notify WEST GFL promptly shall not relieve it GFL of its obligations under this Article 11 XI unless and only to the extent that such failure results in actual material irreparable prejudice to WEST GFL or any Subsidiary with respect to other Person within the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedGFL Group. (b) If agreed so directed by the applicable Indemnified Party and if accepted by WEST and the ServicerGFL, WEST GFL shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the applicable Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the sole GFL’s risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer applicable Indemnified Party shall cooperate fully with WEST GFL in connection therewith; provided provided, however, that (i) at all times the Servicer applicable Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicerapplicable Indemnified Party, and (ii) none of WEST or any Subsidiary GFL shall not be entitled to settle such claims unless it shall have confirmed in writing the its obligation of WEST and the Subsidiaries to indemnify the Servicer applicable Indemnified Party for the liability asserted in such claim. GFL shall obtain the written consent of the applicable Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such claim if as a result thereof such Indemnified Party would become subject to injunctive, declaratory or other equitable relief or the business of such Indemnified Party would be materially adversely affected in any manner. (c) So long as WEST GFL is reasonably contesting any such claim in good faith, the Servicer applicable Indemnified Party shall fully cooperate with WEST GFL in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationGFL. Such cooperation shall include the retention and the provision of records and information information, which are reasonably relevant to such Third Party Claim and the availability making directors, officers and employees available on a mutually convenient basis of directors, officers and employees to provide additional information. The Neither the Servicer nor any Indemnified Party shall not settle or compromise any claim without the written consent of WEST GFL unless the Servicer or the applicable Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries GFL with respect to such claims. (d) If GFL, within 10 days after notice of any such claim, does not agree to defend such Third Party Claim as directed by the applicable Indemnified Party, such Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicerany Indemnified Party, the Servicer applicable Indemnified Party shall promptly notify WEST Genesis in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for Genesis to understand such claim which is in the possession or under the control of, or which can with reasonable commercial efforts be obtained by, such Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer or WEST (as agreed between themGenesis(if so directed by the applicable Indemnified Party and if so accepted by Genesis) will undertake the defense thereof. The failure to notify WEST Genesis promptly shall not relieve it Genesis of its obligations under this Article 11 XI unless and only to the extent that such failure results in actual material irreparable prejudice to WEST Genesis or any Subsidiary with respect to other Person within the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedGenesis Group. (b) If agreed so directed by the applicable Indemnified Party and if accepted by WEST and the ServicerGenesis, WEST Genesis shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the applicable Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the sole Genesis’s risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer applicable Indemnified Party shall cooperate fully with WEST Genesis in connection therewith; provided provided, however, that (i) at all times the Servicer applicable Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicerapplicable Indemnified Party, and (ii) none of WEST or any Subsidiary Genesis shall not be entitled to settle such claims unless it shall have confirmed in writing the its obligation of WEST and the Subsidiaries to indemnify the Servicer applicable Indemnified Party for the liability asserted in such claim. Genesis shall obtain the written consent of the applicable Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such claim if as a result thereof such Indemnified Party would become subject to injunctive, declaratory or other equitable relief or the business of such Indemnified Party would be materially adversely affected in any manner. (c) So long as WEST Genesis is reasonably contesting any such claim in good faith, the Servicer applicable Indemnified Party shall fully cooperate with WEST Genesis in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationGenesis. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability making directors, officers and employees available on a mutually convenient basis of directors, officers and employees to provide additional information. The Neither the Servicer nor any Indemnified Party shall not settle or compromise any claim without the written consent of WEST Genesis unless the Servicer or the applicable Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries Genesis with respect to such claims. (d) If Genesis, within 10 days after notice of any such claim, does not agree to defend such Third Party Claim as directed by the applicable Indemnified Party, such Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim.

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the ServicerIndemnified Party, the Servicer Indemnified Party shall promptly notify WEST the Indemnifying Party in writing of such claimclaim (which notice shall include all relevant information reasonably necessary for the Indemnifying Party to understand such claim which is in the possession or under the control of, or can be obtained by, the Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Servicer Indemnified Party or WEST the Indemnifying Party (as agreed between them) will undertake the defense thereof. The failure to notify WEST the Indemnifying Party promptly shall not relieve it the Indemnifying Party of its obligations under this Article 11 Section 3.03 or Section 11.01(a) unless such failure results in actual material prejudice to WEST or any Subsidiary with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is assertedIndemnifying Party. (b) If agreed and accepted by WEST and the ServicerIndemnified Party, WEST the Indemnifying Party shall within thirty (30) days 30 days, undertake the conduct and control, through counsel of its own choosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed) and at the Indemnifying Party's sole risk and expense of WEST and the Subsidiariesexpense, of the good faith settlement or defense of such claim, and the Servicer Indemnified Party shall cooperate fully with WEST the Indemnifying Party in connection therewith; provided that (i) at all times the Servicer Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the ServicerIndemnified Party, and (ii) none of WEST or any Subsidiary the Indemnifying Party shall not be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries Indemnifying Party to indemnify the Servicer Indemnified Party for the liability asserted in such claim. (c) So long as WEST the Indemnifying Party is reasonably contesting any such claim in good faith, the Servicer Indemnified Party shall fully cooperate with WEST the Indemnifying Party in the defense of such claim as is reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperationIndemnifying Party. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer Indemnified Party shall not settle or compromise any claim without the written consent of WEST the 48 55 Indemnifying Party unless the Servicer Indemnified Party agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries Indemnifying Party with respect to such claims. (d) If, within ten days after notice of any such claim, the Indemnified Party and the Indemnifying Party are unable to agree on which of them will defend such Third Party Claim, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such claim.