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such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party <br /> assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party's <br /> expense, reasonably cooperate with the Indemnifying Party in such defense and make available to the <br /> Indemnifying Party all witnesses, pertinent records, materials, and information in the Indemnified Party's <br /> possession or under the Indemnified Parry's control relating thereto as is reasonably required by the <br /> Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the <br /> Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any <br /> settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim <br /> without the prior written consent of the Indemnified Party(such consent not to be unreasonably withheld), <br /> or in any event if such settlement, compromise, or judgment (i) involves a finding or admission of <br /> wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the <br /> Indemnified Party from all liability in respect of such Third Party Claim, (iii) imposes equitable remedies <br /> or any obligation on the Indemnified Party other than solely the payment of money damages for which the <br /> Indemnified Party will be indemnified hereunder, (iv) places restrictions or conditions on the operation of <br /> the business of the Indemnified Party, (v) involves a material customer, supplier, or other counterparty of <br /> the Indemnified Party, or (vi) involves any finding or admission of criminal liability or violation of any <br /> Laws. <br /> (b) The indemnification required hereunder in respect of a Third Party Claim shall be made by <br /> prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith,as and <br /> when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying <br /> Party, together with interest at the rate of 5% per annum on any amount not repaid as necessary to the <br /> Indemnified Party by the Indemnifying Party within thirty(30)days after receipt of notice of such Losses, <br /> from the date such Losses have been notified to the Indemnifying Party. <br /> (c) The Indemnifying Party shall not be entitled to require that any action be made or brought <br /> against any other Person before an action is brought or claim is made against it hereunder by the Indemnified <br /> Party. <br /> (d) In the event any Indemnified Party should have a claim against any Indemnifying Party <br /> hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from <br /> such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable <br /> promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the <br /> Indemnifying Party from any of its obligations under this Article VI except to the extent that the <br /> Indemnifying Party is materially and actually prejudiced by such failure and shall not relieve the <br /> Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or <br /> otherwise than pursuant to this Article VI. If the Indemnifying Party does not notify the Indemnified Party <br /> within twenty(20)days following its receipt of such notice that the Indemnifying Party disputes its liability <br /> to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be <br /> conclusively deemed a liability of the Indemnifying Party hereunder,and the Indemnifying Party shall pay <br /> the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it <br /> has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by <br /> the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified <br /> Party,without prejudice to or waiver of the Indemnified Party's claim for the difference. <br /> (e) Notwithstanding the provisions set forth in Section 7.14, each Indemnifying Party hereby <br /> consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party <br /> Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may <br /> have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that <br /> process may be served on each Indemnifying Party with respect to such claim anywhere. <br /> 26 <br />