Each Party and each Edge Indemnitee or Oakwood Indemnitee, as applicable, shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith.  Such cooperation shall include access during normal business hours afforded to each Party to, and reasonable retention by the Edge Indemnitee or Oakwood Indemnitee, as applicable, of, records and information that are reasonably relevant to such Third Party Claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that neither Party nor any Edge Indemnitee or Oakwood Indemnitee, as applicable, shall be required to disclose legally privileged information unless and until procedures reasonably acceptable to such Party are in place to protect such privilege.