Subcontractor shall give Contractor immediate written Notice of any suit or action filed against Subcontractor arising out of the performance of the Work and of any claim against Subcontractor which if paid could result in a claim by Subcontractor for indemnification or for which insurance coverage is not in effect or which will be in an amount which exceeds the amount of insurance coverage. Subcontractor shall promptly furnish to Contractor copies of all relevant papers received by Subcontractor pertinent to any such suit or action, provided that the failure to do so shall not affect Subcontractor's right of indemnification by Contractor (except to the extent such failure materially adversely affects Owner's and/or Contractor's ability to defend such suit or action).