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<br />reasonably defending any such Loss, claim, damage, liability or
<br />expense.
<br />(c_) Any party hereto, after receipt of notice of the
<br />commencement of any action against such party in respect to which
<br />Indemnity may be sotraht, shall pro,-ptly notify the other parties
<br />hereto in wtiting of the rommenc•e:^ant thereof (but the omission
<br />to notify the other nnrties shaLL not relieve such parties from
<br />any liability which it: may have to any other, party indemnified by
<br />this Section who does notify 9rtc_h partipa of the commencement of
<br />an action agalnrtt such party). In case any action in respect of
<br />which tndPmni"_y is sought under .surh instrument shall by brought
<br />against, any party, the 1rH" unifying party shell be pnt:irled to
<br />partir.lpate in anA, ';n the extent: that it may wish. to annum" the
<br />defense thorenf with r.ounseL reasonably satlsfactory to the other
<br />parties, anA aft.ar tlot:ice from the indemnifying party to the
<br />other parties of the indemnifying party's election so to assume
<br />wu(,-.,h defense, the indemnifyinr3 party shalL not be liable to the
<br />other I)art.iea for any legal or other ertpen.saa inr:urred,
<br />subserjupnt to the aesumpt.ton of the defense thereof by the
<br />indemnif.yinr; party, by the other parties in connection with the
<br />def.nne ther"of, oth"r than the reasonable costs of
<br />investigation: peovld,"A. however. if any other party shall have
<br />available a clef"ns," iv)t available to the tndemnifying part.-/, rho
<br />other party nhAIL h-ive the right to retain separate counn"L for
<br />such dafpn sP ani th" fees ar i -:*,;,"nares of ouch r:ounsel =.hell he
<br />paid by the invi"mnifylncr party. The indemnifyin:.t party shall riot.
<br />tae Liable for any L<,.±snes, damages, Liabilities or expenses of any
<br />final and bindinrl ^Attiement of any pending or threatened
<br />litir1ation or any pending or threatened governmental agency
<br />investigation or proceeding if such settlement is effected
<br />without the prior written consent of the other parties.
<br />(d) If the indemnification provided for in this
<br />Section is unay.ail<able to or insufficient. to hold an indemnified
<br />party harmless under subsection A(a) or 8(b) of this Note
<br />Purchase Agreement, in respect of any losses, claims, damages or
<br />liabilities (or actions in respect. thereof) referred to in such
<br />subsections, then the indemnifying party shall contribute to the
<br />amount paid or payable by such indemnified party as a result of
<br />such losses, claims, damages or liabilities (or actions in
<br />respect thereof) in such proportion as is appropriate, tinder
<br />Florida law, to reflect the relative benefits received by the
<br />indemnifying party, on the one hand, and by the other parties, on
<br />the other, from the offering of the Notes, as well as the
<br />relative fault of the indemnifying party, on the one hand, and
<br />the other parties, on the other, in connection with the actions
<br />or failures to act that resulted in such losses, claims, damages
<br />or liabilities (or actions in respect thereof), as well as any
<br />other relevant equitable considerations. In connection with any
<br />such losses, claims, damages or liabilities (or actions in
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