<u>#SC. INDEMNIFICATION:</u><br />Advertiser warranties that it owns or otherwise has any and all rights, title and/or interest necessary, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, or other work or thing provided to Green Sheet for publication pursuant to this Agreement.

Advertiser and the advertising agency representative noted in “Agency” section 5 above, if applicable, agrees to indemnify, defend and hold Green Sheet harmless with respect to any claims, loss, liability, damage or judgment suffered by Green Sheet, including reasonable attorney's fees and court costs, which results from the use by Green Sheet of any materials or ads provided by Advertiser under this agreement, and agrees to indemnify, defend and hold Green Sheet harmless from any claims, damage, or expense resulting from the printing and/or publishing of any advertisement provided that The Green Sheet did not modify such advertisement in a manner that gave rise to any such claims, loss, liability, damage or judgement. 

The Green Sheet agrees to indemnify, defend and hold Advertiser harmless with respect to any claims, loss, liability, damage or judgment suffered by Advertiser, including reasonable attorney's fees and court costs, which results from the material modification by Green Sheet of any materials or ads provided by Advertiser under this agreement. 

In the event of any proceeding, litigation or suit against Green Sheet by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Advertiser, in addition to the indemnity obligations recited above, Advertiser shall assist in the reasonable preparation of the defense of such action or proceeding to the extent deemed necessary by Green Sheet, in its sole discretion and cooperate with Green Sheet and Green Sheet's attorneys. As to any claim or action for which Green Sheet requires indemnification, Advertiser shall be entitled to select its own counsel with the Green Sheet's consent (not to be unreasonably withheld), provided that Advertiser shall not settle any claim or take any other action that would materially adversely impact The Green Sheet's rights, obligations or business without the Green Sheet's prior written consent.

In the event of any proceeding, litigation or suit against Advertiser by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Advertiser and materially modified by The Green Sheet, in addition to the indemnity obligations recited above, The Green Sheet shall assist in the reasonable preparation of the defense of such action or proceeding to the extent deemed necessary by Advertiser, in its sole discretion and cooperate with Advertiser and Advertiser's attorneys. As to any claim or action for which Advertiser requires indemnification, The Green Sheet shall be entitled to select its own counsel with the Advertiser's consent (not to be unreasonably withheld), provided that The Green Sheet shall not settle any claim or take any other action that would materially adversely impact The Advertiser's rights, obligations or business without the Advertiser's prior written consent.