Common use of Proceedings Clause in Contracts

Proceedings. If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a), promptly notify the Depositor and the Administrator of the Proceeding. The Depositor or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a4.6(a), promptly notify the Depositor Issuer and the Administrator of the Proceeding. The Depositor Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor Issuer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or Issuer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If an Indemnified Person receives notice of a Proceeding proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a4.6(a), promptly notify the Depositor Issuer and the Administrator of the Proceedingproceeding. The Depositor Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding proceeding at its expense. If the Depositor Issuer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor Issuer or the Administrator assumes the defense of the Proceeding proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or Issuer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding proceeding may be made without the approval of the Depositor or Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Indemnified Person receives of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a4.6(a), promptly notify the Depositor Issuer and the Administrator of the Proceeding. The Depositor Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor Issuer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or Issuer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Indemnified Person receives of notice of the start of a Proceeding against itthe Indemnified Person, the that Indemnified Person will, if a claim under the Proceeding is to be made under this Section 7.2(a)6.7, promptly notify the Depositor Issuer and the Administrator of the Proceeding. The Depositor Issuer or the Administrator may participate in and assume the defense and settlement of a the Proceeding at its expense. If After notice from the Depositor Issuer or the Administrator notifies to the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Depositor or Issuer nor the Administrator will not be liable for fees and legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor Issuer or the Administrator, as applicable, Administrator and an the Indemnified Person. If there is a conflict, the Depositor Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a the Proceeding may be made without the approval of the Depositor Issuer or the Administrator and the Indemnified Person, which approval approvals will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Indemnified Person receives of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a), promptly notify the Depositor and the Administrator of the Proceeding. The Depositor or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Indemnified Person receives of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a4.06(a), promptly notify the Depositor Issuer and the Administrator of the Proceeding. The Depositor Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor Issuer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or Issuer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Issuer Indemnified Person receives or an ARR Indemnified Person (each, an “Indemnified Person”) of notice of a Proceeding proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a4.05 or 4.06(a), promptly as applicable, notify the Depositor and Asset Representations Reviewer or the Administrator Servicer, as applicable (each, an “Indemnifying Person”) of the Proceedingproceeding. The Depositor or the Administrator An Indemnifying Person may participate in and assume the defense and settlement of a Proceeding proceeding at its expense. If the Depositor or the Administrator an Indemnifying Person notifies the Indemnified Person of its intention to assume the defense of the Proceeding proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator Indemnifying Person assumes the defense of the Proceeding proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the Administrator Indemnifying Person will not be liable for fees and legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or the Administrator, as applicable, Indemnifying Person and an Indemnified Person. If there is a conflict, the Depositor or the Administrator Indemnifying Person will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or the Administrator Indemnifying Person and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Indemnified Person receives of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a), promptly notify the Depositor and the Administrator of the Proceeding. The Depositor or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the Administrator will not be liable for fees and legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Indemnified Person receives of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made against the Administrator under Section 7.2(a3.3(a), promptly notify the Depositor and the Administrator of the Proceeding. The Depositor or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Depositor or the Administrator notifies the Indemnified Person of its the Administrator’s intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the Administrator will not be liable for fees and legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or Administrator and the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

Proceedings. If Promptly on receipt by an Issuer Indemnified Person receives or an ARR Indemnified Person (each, an “Indemnified Person”) of notice of a Proceeding proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a4.5 or 4.6(a), promptly as applicable, notify the Depositor and the Administrator Asset Representation Reviewer or Discover Bank, as applicable (each, an Indemnifying Person”) of the Proceedingproceeding. The Depositor or the Administrator An Indemnifying Person may participate in and assume the defense and settlement of a Proceeding proceeding at its expense. If the Depositor or the Administrator an Indemnifying Person notifies the Indemnified Person of its intention to assume the defense of the Proceeding proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator Indemnifying Person assumes the defense of the Proceeding proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the Administrator Indemnifying Person will not be liable for fees and legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or the Administrator, as applicable, Indemnifying Person and an Indemnified Person. If there is a conflict, the Depositor or the Administrator Indemnifying Person will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Depositor or the Administrator Indemnifying Person and the Indemnified Person, which approval will not be unreasonably withheld.