Common use of Proceedings Clause in Contracts

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify the Issuer, the Servicer and the Administrator of the Proceeding. The Issuer, the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer 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 Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer 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 Issuer, the Servicer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer 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 Issuer, the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, Issuer and the Servicer and the Administrator of the Proceeding. The Issuer, Issuer or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuer or the Servicer 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 Issuer, Issuer or the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuer and the Servicer 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 Issuer, the Servicer Issuer or the AdministratorServicer, as applicable, and an the Indemnified Person. If there is a conflict, the Issuer, Issuer or the Servicer 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 Issuer, the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an ARR Indemnified Person of notice of a Proceeding against it, the ARR Indemnified Person Person, will, if a claim is to be made under Section 4.6(a)5.04, notify the Issuer, Issuer and the Servicer and the Administrator of the Proceeding. The Issuer, Issuer or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuer or the Servicer or the Administrator notifies the ARR Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the ARR Indemnified Person, and so long as the Issuer, Issuer or the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the ARR Indemnified Person, the Issuer, Issuer and the Servicer and the Administrator will not be liable for fees and legal expenses of counsel to the ARR Indemnified Person unless there is a conflict between the interests of the Issuer, the Servicer Issuer or the AdministratorServicer, as applicable, and an ARR Indemnified Person. If there is a conflict, the Issuer, Issuer or the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the ARR Indemnified Person. No settlement of a Proceeding may be made without the approval of the Issuer, Issuer and the Servicer and the Administrator and the ARR Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, the Servicer Issuing Entity and the Administrator of the Proceeding. The Issuer, the Servicer and Issuing Entity and/or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer Issuing Entity 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 IssuerIssuing Entity, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer Issuing Entity 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 Issuer, the Servicer Issuing Entity or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the IssuerIssuing Entity, the Servicer 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 Issuer, the Servicer Issuing Entity and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an ARR Indemnified Person of notice of a Proceeding against it, the such ARR Indemnified Person will, if a claim is to be made under Section 4.6(a4.06(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer and Issuer and/or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer Issuer or the Administrator notifies the an ARR Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the such ARR Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the such ARR Indemnified Person, the Issuer, the Servicer Issuer and the Administrator will not be liable for fees and expenses of counsel to the such ARR Indemnified Person unless there is a conflict between the interests of the Issuer, the Servicer Issuer or the Administrator, as applicable, and an ARR Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the ARR Indemnified Person. No settlement of a Proceeding may be made without the approval of the Issuer, the Servicer Issuer and the Administrator and the ARR Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.5(b), notify the Issuer, Issuer and the Servicer of such proceeding. The Issuer and the Administrator of the Proceeding. The Issuer, the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding proceeding at its expense. If the Issuer, Issuer or the Servicer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding a proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer, Issuer or the Servicer or the Administrator assumes the defense of the Proceeding proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuer and the Servicer 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 Issuer, the Servicer Issuer or the AdministratorServicer, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, Issuer or the Servicer 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 Issuer, Issuer and the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer 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 Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer 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 Issuer, the Servicer or the AdministratorIssuer, as applicable, and an Indemnified Person. If there is a conflict, the IssuerServicer will, or will cause the Servicer or the Administrator will Issuer to, 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 Issuer, the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.06(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer Issuer or and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer 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 Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer 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 Issuer, the Servicer Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer 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 Issuer, the Servicer Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an ARR Indemnified Person of notice of a Proceeding against it, the ARR Indemnified Person will, if a claim is to be made under Section 4.6(a4.06(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer Issuer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer Issuer or the Administrator notifies the ARR Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the ARR Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the ARR Indemnified Person, the Issuer, the Servicer Issuer and the Administrator will not be liable for fees and expenses of counsel to the ARR Indemnified Person unless there is a conflict between the interests of the Issuer, the Servicer Issuer or the Administrator, as applicable, and an ARR Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the ARR Indemnified Person. No settlement of a Proceeding may be made without the approval of the Issuer, the Servicer Issuer and the Administrator and the ARR Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, Issuer and the Servicer and the Administrator of the Proceeding. The Issuer, Issuer or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuer or the Servicer 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 Issuer, Issuer or the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuer and the Servicer 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 Issuer, the Servicer Issuer or the AdministratorServicer, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, Issuer or the Servicer 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 Issuer, Issuer and the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an ARR Indemnified Person of notice of a Proceeding against it, the ARR Indemnified Person will, if a claim is to be made under Section 4.6(a4.06(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer Issuer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer Issuer or the Administrator notifies the an ARR Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the such ARR Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the such ARR Indemnified Person, the Issuer, the Servicer Issuer and the Administrator will not be liable for fees and expenses of counsel to the such ARR Indemnified Person unless there is a conflict between the interests of the Issuer, the Servicer Issuer or the Administrator, as applicable, and an such ARR Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the ARR Indemnified Person. No settlement of a Proceeding may be made without the approval of the Issuer, the Servicer Issuer and the Administrator and the ARR Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, Issuer and the Servicer and the Administrator of the Proceeding. The Issuer, Issuer or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuer or the Servicer 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 Issuer, the Servicer or the Administrator Servicer assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuer and the Servicer 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 Issuer, the Servicer Issuer or the AdministratorServicer, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator Servicer 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 Issuer, Issuer and the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person Person, will, if a claim is to be made under Section 4.6(a)5.04, notify the Issuer, Issuer and the Servicer and the Administrator of the Proceeding. The Issuer, Issuer or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuer or the Servicer 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 Issuer, Issuer or the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuer and the Servicer and 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 Issuer, the Servicer Issuer or the AdministratorServicer, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, issuer or the Servicer 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 Issuer, the Servicer Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, Issuing Entity and the Servicer and the Administrator of the Proceeding. The Issuer, Issuing Entity or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuing Entity or the Servicer 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 Issuer, Issuing Entity or the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuing Entity and the Servicer 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 Issuer, the Servicer Issuing Entity or the AdministratorServicer, as applicable, and an Indemnified Person. If there is a conflict, the IssuerIssuing Entity, the Servicer or the Administrator Servicer 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 Issuer, Issuing Entity and the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify the IssuerServicer, the Servicer Issuer Trustee and the Administrator Manager of the Proceeding. The Issuer, Servicer or the Servicer and the Administrator Manager may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer or the Administrator Manager 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 Issuer, the Servicer or the Administrator Manager assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer and the Administrator Manager 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 Issuer, the Servicer or the AdministratorManager, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator Manager 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 Issuer, the Servicer and the Administrator Manager and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify the Issuer, the Servicer Issuer and the Administrator Manager of the Proceeding. The Issuer, Issuer or the Servicer and the Administrator Manager may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer Issuer or the Administrator Manager 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 Issuer, the Servicer Issuer or the Administrator Manager assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer Issuer and the Administrator Manager 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 Issuer, the Servicer Issuer or the AdministratorManager, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer Issuer or the Administrator Manager 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 Issuer, the Servicer Issuer and the Administrator Manager and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer and Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer 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 Issuer, the Servicer Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer Issuer and 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 Issuer, the Servicer Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer 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 Issuer, the Servicer Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Issuer Indemnified Person or an ARR Indemnified Person (each, an “Indemnified Party”) of notice of a Proceeding proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.5(a), notify the IssuerSeller or the Asset Representations Reviewer, the Servicer and the Administrator as applicable (each, an Indemnifying Party”) of the Proceedingproceeding. The Issuer, the Servicer and the Administrator Indemnifying Party may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer or the Administrator Indemnifying Party 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 Issuer, the Servicer or the Administrator Seller assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer and the Administrator Indemnifying Party 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 Issuer, the Servicer or the Administrator, as applicableSeller, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator Indemnifying Party 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 Issuer, the Servicer and the Administrator Indemnifying Party and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer and Issuer and/or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer 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 Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer 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 Issuer, the Servicer Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer 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 Issuer, the Servicer Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on upon receipt by an Indemnified Person of a notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a)3.6.A., notify the Issuer, the Servicer Issuer and the Administrator of the Proceeding. The Issuer, the Servicer Issuer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer Issuer or the Administrator notifies the Indemnified Person Party of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified PersonParty, and so long as the Issuer, the Servicer Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified PersonParty, the Issuer, the Servicer Issuer and the Administrator will not be liable for fees and legal expenses of counsel to the Indemnified Person Party unless there is a conflict between the interests of the Issuer, the Servicer Issuer or the Administrator, as applicable, and an Indemnified PersonParty. If there is a conflict, the Issuer, the Servicer Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified PersonParty. No settlement of a Proceeding may be made without the approval of the Issuer, the Servicer Issuer and the Administrator and the Indemnified PersonParty, which approval will not be unreasonably withheld, conditioned or delayed.

Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a4.05(a), notify the Issuer, Issuing Entity and the Servicer and the Administrator of the Proceeding. The Issuer, Issuing Entity or the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, Issuing Entity or the Servicer 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 Issuer, Issuing Entity or the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, Issuing Entity and the Servicer 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 Issuer, the Servicer Issuing Entity or the AdministratorServicer, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, Issuing Entity or the Servicer 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 Issuer, Issuing Entity and the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.