Conditional Defense

If Indemnitor asserts a bona fide argument that a potential Indemnified Claim is not subject to Section __ (the “Indemnity”), including without limitation based on the underlying facts, it will have no obligation to retain or pay attorneys or otherwise to defend such potential Indemnified Claim, unless and until a court of competent jurisdiction rules that the potential Indemnified Claim is subject to the Indemnity. Indemnitor will have no obligation to reimburse Indemnified Party’s attorneys’ fees or other expenses related to the defense from before such a ruling, unless Indemnitor refused the defense in bad faith.