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.

“Person” means any individual, corporation, partnership, joint venture, trust, association, organization, Governmental Entity or other entity.

“U.S. Publicly Traded Entity” means an entity whose securities are listed on a national securities exchange or quoted on an automated quotation system in the United States or a wholly owned subsidiary of such an entity.

"Government Entity" means any supra-national, national, state, municipal or local government (including any sub-division, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory authority or any entity that is at least fifty per cent. (50%) owned by any Government Entity or controlled by a Government Entity;

Related Entity Disposition. The sale, distribution, or other disposition by the Company, Parent, or a Subsidiary of all or substantially all of the interests of the Company, Parent, or a Subsidiary in any Related Entity effected by a sale, merger, consolidation, or other transaction involving that Related Entity, or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, Parent, or a Subsidiary.

all obligations of such Person to pay the deferred purchase price of property or services to the extent constituting indebtedness pursuant to GAAP (other than trade accounts payable in the ordinary course of business) and all obligations under any repurchase, take-out commitments or forward equity commitments (other than, with respect to the calculation of the Indebtedness of the Parent, any Consolidated Entity or any Unconsolidated Entity, commitments to a Consolidated Entity, an Unconsolidated Entity or an Investment Entity);

The Borrower will cause each Warehouse Facility Entity and each Securitization Entity to satisfy in all material respects each applicable covenant in any Warehouse Facility Documentation or Securitization Facility Documentation. Neither the Borrower nor any of the Restricted Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal existence of any Warehouse Facility Entity or Securitization Entity being ignored, or in the assets and liabilities of any Warehouse Facility Entity or Securitization Entity being substantively consolidated with those of any other Person in a bankruptcy, reorganization or other insolvency proceeding.

The Consolidated Entity hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Consolidated Entity under [Article XI] of the Loan Agreement upon the execution of this Agreement by the Consolidated Entity.

“Primary Patents” means, to the extent necessary to make, use, sell, or import VDCs or any Derivative thereof, all Patent Rights Controlled by Primary or its Affiliates, provided that Primary Patents shall not include any Patent Rights Covering any Metallophile™ Technology. Notwithstanding anything to the contrary, Primary Patents shall not include any Patent Rights that are owned, licensed, or otherwise controlled by any Primary Acquiring Entity prior to the date of the transaction by which such Primary Acquiring Entity first became a Primary Acquiring Entity (the “Acquiring Entity Patents”), provided that such Primary Acquiring Entity Patents were not already included within the Primary Patents prior to the date of the transaction by which such Primary Acquiring Entity first became a Primary Acquiring Entity.

“Affiliate” shall mean an entity controlled by, controlling or under the common control with the entity in question.