Notice to the entity with obligations to indemnify and hold harmless under [Section 9.02 or 9.03]3] (in each case, the “Indemnifying Entity”) shall be given by any entity with rights to be indemnified and held harmless under [Section 9.02] or [Section 9.03] (in each case, the “Indemnified Entity”) promptly after receipt of Knowledge by the Indemnified Entity of the commencement of any Action or Proceeding or the assertion of any claim that is likely to give rise to, or result in, a claim or cause of action by the Indemnified Entity pursuant to [Section 9.02 or 9.03]3] of this Agreement (any such claim or cause of action, an “Indemnifiable Claim”). Such notice shall set forth in reasonable detail the nature of such Action or Proceeding or Indemnifiable Claim to the extent known by the Indemnified Entity. With or promptly after the giving of such notice, the Indemnified Entity shall deliver to the Indemnifying Entity copies of any pleadings, demands, notices, complaints, correspondence or other documentation received by the Indemnified Entity from the entity or entities commencing or asserting the Action or Proceeding or the Indemnifiable Claim, which documentation is necessary to present to the Indemnifying Entity relevant information and understanding of the nature of the Action or Proceeding or Indemnifiable Claim. The Indemnifying Entity shall be entitled, at its own expense, to participate in the defense and litigation of such Action or Proceeding or Indemnifiable Claim, and, at its own expense, may assume the defense and litigation of the Action or Proceeding or Indemnifiable Claim if the Indemnified Entity agrees to such assumption in writing, which agreement will not be unreasonably withheld. In the event that the Indemnifying Entity assumes the defense and litigation of such Action or Proceeding or Indemnifiable Claim, the defense and litigation shall be conducted by counsel chosen by such Indemnifying Entity and approved by the Indemnifying Entity, which approval shall not be unreasonably withheld. The Indemnified Entity shall be entitled to participate in the defense and litigation of such Action or Proceeding or Indemnifiable Claim that is assumed by the Indemnifying Entity.

Upon receipt by an Indemnifying Entity of a Claim Notice in respect of an action or claim described in Section 8.03(a)(i), the Indemnifying Entity shall be entitled to: # assume and have sole control over the defense of such action or claim at its sole cost and expense (subject to the last sentence of this Section 8.03(b)) and with its own counsel if it gives written notice to the Indemnified Entity of its intention to do so and acknowledges its unqualified obligation to indemnify the Indemnified Entity as provided hereunder within thirty (30) days of the receipt of such notice from the Indemnified Entity (or sooner, if the nature of the Third Party Claim so requires); provided, that the Indemnifying Entity’s retention of counsel shall be subject to the prior written consent of the Indemnified Entity if such counsel creates a conflict of interest under applicable standards of professional conduct and provided, further that the Indemnifying Entity shall not be entitled to assume and have control over such defense if such action or claim arises in connection with a criminal proceeding (provided, that the Indemnifying Entity shall be entitled to participate in such defense, with counsel reasonably acceptable to the Indemnified Entity, at such Indemnifying Entity’s sole cost and expense); and # negotiate a settlement or compromise of such action or claim; provided, that # such settlement or compromise shall include a full and unconditional waiver and release by the Third Party of all Indemnified Entities (without any cost or liability of any nature whatsoever to such Indemnified Entities) and # any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Entity, which consent shall not be unreasonably withheld, conditioned or delayed. If, within thirty (30) days following receipt from an Indemnified Entity of any Claim Notice with respect to a Third Party action or claim (or sooner, if the nature of the Third Party Claim so requires), the Indemnifying Entity # advises such Indemnified Entity in writing that the Indemnifying Entity shall not elect to defend, settle or compromise such action or claim, # is not entitled to assume and control the defense of such action or claims, or # fails to make such an election in writing, then such Indemnified Entity may, at its option, defend, settle or otherwise compromise or pay such action or claim; provided, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Entity, which consent shall not be unreasonably withheld, conditioned or delayed. Unless and until the Indemnifying Entity makes an election in accordance with this Section 8.03(b) to defend, settle or compromise such action or claim, all of the Indemnified Entity’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Indemnifiable Losses subject to indemnification hereunder to the extent provided herein. Each Indemnified Entity shall make available to the Indemnifying Entity all information reasonably available to such Indemnified Entity relating to such action or claim, except as may be prohibited by applicable Law or necessary to protect any privilege. In addition, the Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. The Party in charge of the defense shall keep the other Parties fully and timely apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Entity elects to defend any such action or claim, then the Indemnified Entity shall be entitled to participate in such defense (which participation rights shall include the right to attend any meetings with a Third Party or hearings or proceedings before any Governmental Entity to the extent they relate to such claim and to receive promptly copies of all pleadings, notices and communications related to such claim) with counsel reasonably acceptable to the Indemnifying Entity, at such Indemnified Entity’s sole cost and expense except if # a conflict of interest in relation to such action or claim exists between the Indemnifying Entity and the Indemnified Entity in the reasonable judgment of the Indemnified Entity or # such action or claims seeks an injunction or equitable relief against the Indemnified Entity. The Indemnifying Entity must conduct its defense of any Third Party Claim described herein reasonably actively and diligently in order to preserve its rights in this Section 8.03(b). Notwithstanding anything to the contrary, Section 5.03(b) and not this Section 8.03(b) shall govern the conduct of any Tax Contest.

With respect to Actions or Proceedings or Indemnifiable Claims as to which the Indemnifying Entity does not assume the defense and litigation, the Indemnified Entity shall have the right to assume and control the defense and litigation of such Action or Proceeding or Indemnifiable Claim with counsel chosen by it. The Indemnifying Entity shall be entitled to participate in the defense and litigation of such Action or Proceeding or Indemnifiable Claim, the cost of such participation to be at its own expense. The Indemnifying Entity shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Entity to the extent that such fees and expenses relate to Actions or Proceedings or Indemnifiable Claims in regard to which the Indemnified Entity provided notice in accordance with [Section 9.04(a)] or relate to the defense or litigation thereof, as such expenses are incurred.