Common use of Claims Procedure Clause in Contracts

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly An Indemnified Person shall, after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement obtaining knowledge thereof, promptly notify TILC of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release TILC from any of its indemnification obligations contained in under this Article 8Section 7.3, except where, and solely (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent thatthat failure to give notice of any action, suit or proceeding against such failure actually and Materially prejudices Indemnified Person shall have a material adverse effect on TILC's ability to defend such Claim or recover proceeds under any insurance policies maintained by TILC or to the rights extent TILC's indemnification obligations are increased as a demonstrable result of such Indemnifying Partyfailure. Such Indemnifying Party TILC shall, after obtaining knowledge thereof, promptly notify each Indemnified Person of any indemnified Claim affecting such Indemnified Person. Subject to the provisions of the following paragraph, TILC shall haveat its sole cost and expense be entitled to control, upon request within thirty (30) days after receipt and shall assume full responsibility for, the defense of such noticeclaim or liability; provided that TILC shall confirm to such Indemnified Person TILC's obligations to indemnify hereunder for such Claim, but shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against TILC pursuant to this Section 7.3 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against Lessee or TRLTII pursuant to this Section 7, if TILC is entitled to control the defense of such Claim pursuant to this Section 7.3 and at the same time Lessee or TRLTII, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7, TILC's indemnification obligations under this Section 7.3 shall not be reduced as a result of the inability of TILC to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by Lessee or TRLTII, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7. Notwithstanding any of the foregoing to the contrary, TILC shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of TILC. In addition, any Indemnified Person may participate in any event after the settlement or compromise of reasonable manner that is not likely to materially interfere with such claim, the right control in any proceeding controlled by TILC pursuant to defendthis Section 7.3, at its own expense, in respect of any such proceeding as to which TILC shall have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.3, and at the expense and by of TILC in respect of any such proceeding as to which TILC shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.3. TILC may in any event participate in all such proceedings at its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemniteecost; provided, however, provided that if the Indemnitee determines that there TILC is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required not entitled to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in control the defense of such asserted liability at Claim in accordance with this Section 7.3(c), any participation of the Indemnitee’s own expenseTILC in such proceeding shall be in a reasonable manner that is not likely to materially interfere with the control of the Indemnified Person in such proceeding. Nothing contained in this Section 7.3(c) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of TILC unless the Indemnified Person waives its rights to indemnification hereunder; provided that an Indemnified Person shall be permitted to enter into such a settlement or compromise without the consent of TILC and without waiving its indemnification rights hereunder if (x) such Indemnified Person has given TILC reasonable prior notice of its intention to settle or compromise such Claim (the reasonableness of its prior notice to take into account, among other items, any applicable deadlines in any proceedings relating to such Claim), (y) TILC has not acknowledged its indemnity obligations with respect to such Claim and (z) there is a significant risk that an adverse judgment will be entered into against such Indemnified Person with respect to such Claim. In the event that in the course of the investigation or defense of a Claim, TILC shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 7.2, it may give notice to the applicable Indemnified Person of such Indemnifying Party fact; and, in such case, any acknowledgment theretofore made by TILC of liability with respect to such Claim under this Section 7.2 shall decline be deemed revoked and TILC may thereupon cease to participate in or assume defend such Claim; provided that (i) TILC shall have given the Indemnified Person reasonable prior notice of its intention to renounce such acknowledgment, (ii) TILC's conduct regarding the defense of such actionClaim or any decision to withdraw from such defense shall not prejudice or have prejudiced the Indemnified Person's ability to contest such Claim (taking into account, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemniteeamong other things, the Indemnitee timing of TILC's withdrawal and the theory or theories upon which TILC shall first supply have based its defense), and (iii) TILC shall have given such Indemnifying Party Indemnified Person all materials, documents and records relating to its defense of such Claim as such Indemnified Person shall have reasonably requested in connection with a copy of a final court judgment or decree holding the Indemnitee liable on assumption by such claim or, failing such judgment or decree, the terms and conditions Indemnified Person of the settlement or compromise defense of such claimClaim at the cost and expense of TILC. An Indemnitee’s failure In the event that TILC shall cease to supply such final court judgment or decree or defend any Claim pursuant to the terms and conditions of a settlement or compromise preceding sentence, TILC shall indemnify each Indemnified Person, without regard to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8exclusion that might otherwise apply hereunder, except where, and solely to the extent that, that the actions of TILC in defending such failure actually and Materially prejudices Claim or the rights manner or time of TILC's election to withdraw from the defense of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party Claim shall have the right caused such Indemnified Person to settle the claim only with the consent of the Indemniteeincur any loss, cost, liability, expense or other Claim that such Indemnified Person would not have incurred had TILC not ceased to defend such Claim in such manner or such time.

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 12.1 or 12.2, or any indemnified party (other provision of this Agreement except as otherwise expressly provided in this Agreement, shall be asserted and resolved pursuant to this Article XII. Any Person claiming indemnification hereunder is referred to as the “Indemnitee”) of notice of the commencement of Indemnified Party” and any action or proceeding Person against whom such Indemnitee, such Indemnitee shall, if a claim with respect thereto claims are asserted hereunder is or may be made against any indemnifying party (hereinafter referred to as the “Indemnifying Party”) pursuant .” In the event that any Losses are asserted against or sought to this Article 8be collected from or Threatened to be sought from an Indemnified Party by a third party, give such Indemnifying including a Governmental Body, said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure If the Indemnified Party fails to give such notice shall not relieve any notify the Indemnifying Party of any Losses in accordance with the provisions of its indemnification obligations contained in this Article 8XII in reasonably sufficient time such that the Indemnifying Party’s ability to defend against the Losses is prejudiced, except where, and solely then the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Losses to the extent that, such failure actually and Materially prejudices (but only to the rights extent) of such Indemnifying Partyprejudice. Such The Indemnifying Party shall have, upon request within have thirty (30) days after from the personal delivery or receipt of such notice, but the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall reasonably deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses and expressly confirms in writing its obligation to indemnify and hold harmless the Indemnified Party for the Losses that are reasonably likely to result from such claim, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel reasonably acceptable to the Indemnified Party, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided, however, that the participation of such claim by counsel selected by the Indemnifying Party will not, in the reasonable judgment of counsel to the Indemnified Party, create a conflict or potential conflict of interest between such parties. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of both the Indemnifying Party and the Indemnified Party; provided, however, that the Indemnifying Party may pay, compromise, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party only with if (i) such settlement involves only the payment of money, (ii) such payment is made in full solely by the Indemnifying Party without recourse to the Indemnified Party, and (iii) such settlement does not impose any obligations or restrictions on the Indemnified Party of any nature. In no event will the Indemnifying Party have the authority to agree, without the consent of the IndemniteeIndemnified Party, to any relief binding on the Indemnified Party other than the payment of money damages by the Indemnifying Party without recourse to the Indemnified Party.

Claims Procedure. Promptly after An Indemnitee shall promptly notify the receipt Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any indemnified party (Claim for which indemnification is sought under this Section 4.02, and, at the “Indemnitee”) of notice Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings Company in connection therewith. The failure to give such notice Such Indemnitee shall not relieve enter into a settlement or other compromise with respect to any Indemnifying Party Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of its indemnification obligations contained in this Article 8insurance, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, an Indemnitee may participate at its own expense and in any judicial proceeding controlled by its own counsel reasonably acceptable the Company pursuant to the Indemniteepreceding provisions; provided that such party’s participation does not, any such matter involving in the asserted liability opinion of the Indemniteecounsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; provided, however, that if and such participation shall not constitute a waiver of the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required indemnification provided in this Section 4.02. Notwithstanding anything to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partycontrary contained herein, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which Company shall not under any circumstances be unreasonably withheld, be conclusive as to liable for the liability fees and expenses of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its more than one counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteefor all Indemnitees.

Claims Procedure. Promptly Except with respect to third party claims, actions or suits covered by Section 9(d), any Purchaser Indemnified Party or Company Indemnified Party who wishes to make a claim for indemnification for a Loss pursuant to Sections 9(a) or (b), as applicable (an "Indemnified Party"), shall give written notice to each Person from whom indemnification is being claimed (an "Indemnifying Party") with reasonable promptness after the Indemnified Party's discovery of the facts and circumstances giving rise to the indemnification claim. The Indemnified Party shall supply the Indemnifying Party such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Loss it asserts it has sustained or incurred, and will permit the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the claim and asserted Loss as the Indemnifying Party shall reasonably request. The Indemnifying Party shall have a period of 30 days after receipt by any indemnified party the Indemnifying Party of such notice and such evidence to either (i) agree to the “Indemnitee”) of notice payment of the commencement Loss to the Indemnified Party or (ii) contest the payment of any action the Loss. If the Indemnifying Party does not agree to or proceeding against contest the payment of the Loss within such Indemnitee30 day period, such Indemnitee the Indemnifying Party shall be deemed to have accepted all of the Loss. If the Indemnifying Party agrees to the payment of the Loss or has been deemed to have accepted all of the Loss, then the Indemnifying Party shall, if a claim with respect thereto is within 10 business days after such agreement or may be made against any indemnifying party (acceptance, pay to the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Indemnified Party written notice the amount of the commencement of such action or proceeding Loss that is payable pursuant to, and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings subject to the limitations set forth in connection therewiththis Agreement. The failure to give such the notice referred to herein with reasonable promptness shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in this Article 8, hereunder except where, and solely to the extent that, such failure actually and Materially prejudices that the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely actually prejudiced as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply give such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteenotice.

Claims Procedure. Promptly In the case of any Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall give prompt notice thereof to the Indemnifying Party and in any event within no less than 60 days after the receipt Indemnified Party receives notice of such assertion; provided that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its expense, acting through counsel selected by any indemnified party it (the “Indemnitee”) of and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the commencement Losses), the negotiation, litigation and/or settlement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or Losses. Such Indemnified Party may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice but shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30be obligated to) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in fully informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right of Lessee to participate in pursue Tax Challenges and Permitted Lessee Contests and the defense right of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline Lessor to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Lessor Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Lessee is the Indemnifying Party, a Lessee Event of Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a Lessor Event of Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly In the case of any Losses asserted by an Indemnified Party under this Article XXII, such Indemnified Party shall give prompt notice thereof to the Indemnifying Party and in any event within no less than 60 days after the receipt Indemnified Party receives notice of such assertion; provided that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its expense, acting through counsel selected by any indemnified party it (the “Indemnitee”) of and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the commencement Losses), the negotiation, litigation and/or settlement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or Losses. Such Indemnified Party may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice but shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30be obligated to) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in fully informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the Lessee’s right to participate in the defense of such asserted liability at the Indemniteepursue Tax Challenges and Permitted Lessee Contests and Lessor’s own expense. In the event that such Indemnifying Party shall decline right to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Lessor Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Lessee is the Indemnifying Party, Lessee Event of Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a Lessor Event of Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt by (a) If any Person entitled to be indemnified party under this Article VII (the an “IndemniteeIndemnified Party”) of notice of the commencement becomes aware of any action fact, matter or proceeding against such Indemnitee, such Indemnitee shall, if circumstance that may give rise to a claim with respect thereto is or may be made against any indemnifying for indemnification under this Article VII, the Indemnified Party shall promptly notify the party providing indemnification under this Article VII (the “Indemnifying Party”) pursuant to in writing of any claim in respect of which indemnity may be sought under this Article 8VII, including any pending or threatened claim or demand made in writing by a non-affiliated third party that the Indemnified Party has determined has given or could reasonably give such Indemnifying Party written notice rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a non-affiliated third party against the commencement of such action or proceeding and give such Indemnifying Party Indemnified Party) (each, a copy of “third-party claim”), setting out the provisions under this Agreement on which such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except whereis based, and solely such other information (to the extent that, such failure actually and Materially prejudices available) as is reasonably necessary to enable the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt to assess the merits of such notice, but not in any event after the settlement or compromise of such potential claim, to make such provision as it may consider reasonably necessary (including details -42- of the right to defendlegal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a third-party claim, at evidence of the third-party claim)) and setting out its own expense and by its own counsel reasonably acceptable estimate of the amount of Liabilities to the Indemniteeextent ascertainable which are, any such matter involving or are to be, the asserted liability subject of the Indemniteeclaim; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required failure to be reimbursed in full by provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, VII except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If that the Indemnifying Party is defending actually prejudiced by such failure and, in any event, only to the claim as set forth aboveextent of such prejudice. The parties agree that (i) in this Article VII, they intend to shorten, in the case of the limited survival periods specified in Section 7.1, the Indemnifying Party applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant, agreement or obligation must be delivered prior to the expiration of the applicable survival period specified in Section 7.1 for such representation, warranty, covenant, agreement or obligation; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.4(a) shall be expressly barred and are hereby waived; provided further that, if, prior to such applicable date, a party hereto shall have notified the right to settle the claim only other party hereto in accordance with the consent requirements of this Section 7.4(a) of a claim for indemnification under this Article VII (whether or not formal legal action shall have been commenced based upon such claim), such claim (but only such claim) shall continue to be subject to indemnification in accordance with this Article VII notwithstanding the Indemniteepassing of such applicable date until the final resolution thereof in accordance with this Article VII.

Claims Procedure. Promptly In respect of any third-party claims for which indemnification is sought hereunder, promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8Section, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 6, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s Indemnity's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 6, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8Section 7.4, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 7.4, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty sixty (3060) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between Parent or any of its subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartySection 7.4, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and his or its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 7.4 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 7.4, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly after In the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement case of any action or proceeding against such IndemniteeLosses asserted by an Indemnified Party under this Article XXII, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (Indemnified Party shall give prompt written notice thereof to the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request event within no less than thirty (30) days after receipt the Indemnified Party becomes aware of such noticeLoss; provided, that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its sole expense, acting through counsel selected by it (and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the Losses) the negotiation, litigation or settlement of any such Losses. Such Indemnified Party may (but shall not in any event after the settlement or compromise of such claim, the right to defend, be obligated to) participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in reasonably informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the Tenant’s right to participate in the defense of such asserted liability at the Indemniteepursue Tax Challenges and Permitted Tenant Contests and Landlord’s own expense. In the event that such Indemnifying Party shall decline right to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Landlord Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Tenant is the Indemnifying Party, a Level I Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a Xxxxx 0 Xxxxxxxx Xxxxxxx has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8Section 4.1, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 4.1, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 Section 4.1 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 4.1 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 4.1, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt If a claim for Liabilities (a “Claim”) is to be made by any indemnified party a Person entitled to indemnification hereunder (the “IndemniteeIndemnified Person”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party Party responsible for indemnification hereunder (the “Indemnifying Party”) pursuant to this Article 8), the Indemnified Person shall give such Indemnifying Party written notice of such Claim (a “Claim Notice”) to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party as soon as practicable after the Indemnified Person becomes aware of any of its fact, condition or event which may give rise to Liabilities for which indemnification obligations contained in this Article 8may be sought under the General Terms, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if no delay on the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result part of money payments required to be reimbursed an Indemnified Person in full by such notifying the Indemnifying Party under this Article 8 shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually prejudiced. If any lawsuit or enforcement action is filed against Indemnified Person, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within [***] after the service of the citation or summons). The Indemnifying Party shall be entitled, if a conflict it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of interest exists between Indemnitee its own choice to handle and defend the same, at the Indemnifying Party’s sole cost, the Indemnitee shall have the right risk and expense, and (iii) to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying PartyClaim, which compromise or settlement shall be made only with the written consent of the Indemnified Person (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Indemnified Person and does not involve any stipulation, judgment or injunction against the Indemnified Person, in which event such written consent of the Indemnified Person shall not be conclusive as to the liability of such Indemnifying Party to the Indemniteerequired. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where If the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right fails to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such actionClaim within [***] after receipt of the Claim Notice, prior to paying or settling any claim the Indemnified Person against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee Claim has been asserted shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise (upon delivering notice to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely effect to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall ) have the right to settle undertake, at the claim only Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party. In the event the Indemnified Person assumes the defense of the Claim, the Indemnified Person will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with the consent General Terms and for any final judgment (subject to any right of appeal), and the IndemniteeIndemnifying Party agrees to indemnify and hold harmless the Indemnified Person from and against any Liabilities by reason of such settlement or judgment.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8Section 6, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 6, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 Section 6 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 6 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 6, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly Each Indemnitee shall promptly after such Indemnitee shall have Actual Knowledge thereof notify the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement Lessee of any action Claim as to which indemnification is sought; provided, that the failure so to notify the Lessee shall not reduce or proceeding against such Indemnitee, affect the Lessee's liability which it may have to such Indemnitee shallunder this Section 9.1, if and no payment hereunder by the Lessee to an Indemnitee shall be deemed to constitute a claim with respect thereto is waiver or release of any right or remedy that the Lessee may be made have against any indemnifying party (such Indemnitee for actual damages resulting directly from such failure or delay of such Indemnitee to give the “Indemnifying Party”) Lessee such notice. Any amount payable to any Indemnitee pursuant to this Article 8, give such Indemnifying Party written notice of Section 9.1 and not being contested by the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure Lessee pursuant to give such notice this Section 9.1(e) shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request be paid within thirty (30) days after receipt of such written demand therefor from such Indemnitee, accompanied by a certificate of such Indemnitee stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnitee is not a party hereto) an agreement to be bound by the terms of this Section 9 as if such Indemnitee were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the execution of an appropriate confidentiality agreement. Promptly after the Lessee receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Lessee shall, without affecting its obligations hereunder, notify such Indemnitee whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnitee. Any such contest shall be initiated within 30 days after the giving of such notice. The Lessee shall have the right to investigate and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, but not the Lessee shall have the right, in its sole discretion, to defend, or, so long as the Lessee has acknowledged in writing its obligation to indemnify such Indemnitee with respect thereto, compromise any Claim for which indemnification is sought under this Section 9.1; provided that no such defense or compromise (i) is reasonably likely to involve any material danger of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on any part of the Project, the Project Site, the Project Document Interest, the Lessor Estate or the impairment of the Project or (ii) could result in any event after criminal liability being incurred by, or could reasonably be expected to have any material adverse effect on, such Indemnitee; provided, further, that no Claim shall be compromised by the settlement Lessee on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnitee without the express written consent of such Indemnitee (which consent may be withheld by the Indemnitee in its sole discretion); and provided, further, that to the extent that other Claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, the Lessee may assume responsibility for the contest or compromise of such claimClaim only if the same may be and is severed from such other Claims (and each Indemnitee agrees to use reasonable efforts to obtain such a severance). If the Lessee elects, subject to the right foregoing, to defendcompromise or defend any such asserted liability, it may do so at its own expense and by its own counsel selected by it and reasonably acceptable satisfactory to such Indemnitee. Upon the Indemnitee, any Lessee's election to compromise or defend such matter involving the asserted liability and notification to such Indemnitee of its intent to do so, such Indemnitee shall cooperate at the Lessee's expense with all reasonable requests of the IndemniteeLessee in connection therewith and will provide the Lessee with all information not within the control of the Lessee as is reasonably available to such Indemnitee which the Lessee may reasonably request; provided, however, that if such Indemnitee shall not, unless otherwise required by Applicable Law, be obligated to disclose to the Lessee or any other Person, or permit the Lessee or any other Person to examine (i) any income tax returns of such Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full or (ii) any confidential information or pricing information not generally accessible by the public possessed by such Indemnifying Party Indemnitee (and, in the event that any such information is made available, the Lessee shall treat such information as confidential and shall take all actions reasonably requested by such Indemnitee for purposes of obtaining a stipulation from all parties to the related proceeding providing for the confidential treatment of such information from all such parties). Where the Lessee, or the insurers under a policy of insurance maintained by the Lessee, undertake the defense of such Indemnitee with respect to a Claim (with counsel reasonably satisfactory to such Indemnitee in the case of the Lessee or its Affiliates and without reservation of rights against such Indemnitee), no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers. Notwithstanding the foregoing, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions, but only to the extent that such party's participation does not in the reasonable opinion of counsel to the Lessee interfere with such control; provided, however, that such party's participation does not constitute a waiver of the indemnification provided in this Article 8 or Section 9.1; provided further, that if a and to the extent that (i) such Indemnitee is advised by counsel in writing that an actual conflict of interest exists between where it is advisable for such Indemnitee to be represented by separate counsel or (ii) there is a material risk that such Indemnitee may be indicted or otherwise charged in a criminal complaint and such Indemnitee informs the Indemnifying PartyLessee that such Indemnitee desires to be represented by separate counsel, the such Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and control its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the own defense of such asserted liability at Claim and the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense reasonable fees and expenses of such action, defense (including the reasonable fees and expenses of such separate counsel) shall be borne by the Lessee. No Indemnitee shall enter into any settlement or other compromise with respect to any Claim without the prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, written consent of the Lessee unless (i) the Indemnitee shall first supply waives its rights to indemnification hereunder or (ii) the Lessee has not acknowledged its indemnity obligation with respect thereto and there is a significant risk that a default judgment will be entered against such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claimIndemnitee. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 9.1(e) shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. The Lessee shall pay all amounts determined to be payable after such contest is completed within 15 days after the extent that, such failure actually and Materially prejudices the rights completion of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteecontest.

Claims Procedure. Promptly after An Indemnitee shall promptly notify the receipt Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure (in which event the Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the Participation Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any indemnified party (Claim for which indemnification is sought under this Section 4.02, and, at the “Indemnitee”) of notice Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings Company in connection therewith. The failure to give such notice Such Indemnitee shall not relieve enter into a settlement or other compromise with respect to any Indemnifying Party Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of its indemnification obligations contained in this Article 8insurance, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, an Indemnitee may participate at its own expense and in any judicial proceeding controlled by its own counsel reasonably acceptable the Company pursuant to the Indemniteepreceding provisions; provided that such party’s participation does not, any such matter involving in the asserted liability opinion of the Indemniteecounsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; provided, however, that if and such participation shall not constitute a waiver of the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required indemnification provided in this Section 4.02. Notwithstanding anything to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partycontrary contained herein, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which Company shall not under any circumstances be unreasonably withheld, be conclusive as to liable for the liability fees and expenses of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its more than one counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteefor all Indemnitees.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement An Indemnified Person shall, upon becoming aware of any action or proceeding against such IndemniteeClaim for which indemnification is sought, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (promptly notify the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement Borrower of such action or proceeding and give such Indemnifying Party a copy Claim; provided, however, that, notwithstanding the last sentence of such claim and/or process and all legal pleadings in connection therewith. The Section 7.6(b), the failure to give such notice shall not relieve any Indemnifying Party of release the Borrower from any of its indemnification obligations contained in under this Article 8Section 7.6, except where, and solely to the extent that, that such failure actually and Materially prejudices to give notice shall have a material adverse effect on the Borrower’s ability to defend such claim or recover proceeds under any insurance policies maintained by the Borrower. Subject to the rights of insurers under policies of insurance maintained by the Borrower, the Borrower shall have the right in each case at the Borrower’s sole expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 7.6 and the Indemnified Person shall cooperate with all reasonable requests of the Borrower in connection therewith; provided that no right to defend or compromise such Indemnifying Party. Such Indemnifying Party Claim shall haveexist on the part of the Borrower with respect to any Indemnified Person if (1) an Event of Default shall have occurred and be continuing or (2) such Claim would entail a significant risk to the Lender of any criminal liability; provided, upon request within thirty (30) days after receipt further, that no right to compromise or settle such Claim shall exist unless the Borrower agrees in writing to pay the amount of such notice, but not in any event after the settlement or compromise of such claimcompromise. In any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, the right to defendBorrower may, and upon such Indemnified Person’s request will, at its own the Borrower’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by its own counsel selected by the Borrower and reasonably acceptable to such Indemnified Person and, in the Indemniteeevent of any failure by the Borrower to do so, any the Borrower shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such matter involving Indemnified Person in connection with such action, suit or proceeding. Where the asserted liability Borrower or the insurers under a policy of insurance maintained by the Borrower undertake the defense of an Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the IndemniteeBorrower or such insurers; provided, however, that if in the Indemnitee determines that there written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required advisable for such Indemnified Person to be reimbursed in full represented by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partyseparate counsel, the Indemnitee reasonable fees and expenses of any such separate counsel shall have be paid by the right Borrower. Subject to defendthe requirements of any policy of insurance, compromise or settle such claim or suitan Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Borrower pursuant to the preceding provisions; and, provided, further, provided that such settlement or compromise shall party’s participation does not, unless consented in the opinion of the independent counsel appointed by the Borrower or its insurers to in writing by conduct such Indemnifying Partyproceedings, which interfere with such control; and such participation shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with constitute a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions waiver of the settlement or compromise of such claimindemnification provided in this Section 7.6(f). An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.6(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 87, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 87, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 7 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 7 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 87, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly All claims for indemnification by an Indemnified Party against an Indemnifying Party pursuant to this Section 7 shall be asserted and resolved as set forth in this Section 7.4. As soon as reasonably practicable after becoming aware of a claim for indemnification under this Agreement (including the receipt by assertion of any indemnified party (the “Indemnitee”) of notice of claim, or the commencement of any suit, action or proceeding against such Indemniteeproceeding, such Indemnitee shall, if by any Person not a claim with respect thereto is or party hereto for which indemnity may be made against any indemnifying party (the “Indemnifying Party”) pursuant to sought under this Article 8Agreement), give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying an Indemnified Party shall havepromptly, upon request within thirty (30) but in no event more than 30 days after receipt of such notice, but not in any event after the settlement or compromise Indemnified Party becomes aware of such claim, notify the right to defend, at its own expense Indemnifying Party of such claim and by its own counsel reasonably acceptable the amount or the estimated amount thereof to the Indemnitee, any such matter involving the asserted liability extent then feasible (which estimate shall not be conclusive of the Indemniteefinal amount of such claim) (the "Claim Notice"); provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result right of money payments required an Indemnified Party to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which indemnified hereunder shall not be unreasonably withheld, be conclusive as adversely affected by such Party's failure to the liability of give such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liabilityClaim Notice unless, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely then only to the extent that, an Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such failure actually claim and Materially prejudices (ii) if such claim involves a third-party claim, whether or not the rights of Indemnifying Party desires to defend the Indemnified Party against such Indemnifying Partyclaim. If the Indemnifying Party is defending does not dispute its liability for such claim in writing within the claim as set forth aboveNotice Period, then the Indemnified Party shall be entitled to recover from the Indemnifying Party shall have the right to settle amount of such claim on an as-incurred basis, following the claim only with receipt by the consent Indemnifying Party of documentation providing in reasonable detail a description of the Indemniteecosts and other Damages for which the Indemnified Party is seeking indemnification (including, where practicable, receipts or other proofs of payment of such amounts); provided, however, if the Indemnifying Party agrees that it has an indemnification obligation, but disputes the amount of its obligation, then the Indemnified Party shall be entitled so to recover from the Indemnifying Party the amount not in dispute, without prejudice to the Indemnified Party's claim for the amount in dispute.

Claims Procedure. Promptly after the receipt by If any indemnified action, claim or demand shall be brought or asserted against any party (the “Indemnitee”) in respect of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or which indemnity may be made against any indemnifying party (the “Indemnifying Party”) sought pursuant to this Article 8section, give such Indemnifying Party written notice the party seeking indemnification (the "Indemnity Claimant") shall promptly notify the party or parties from whom indemnification is sought (the "Indemnity Obligor(s)"), stating in writing the amount claimed to be due and payable, the basis of the commencement claim, and the provision or provisions of such action or proceeding and give such Indemnifying Party a copy of this Agreement under which such claim and/or process and all legal pleadings in connection therewithfor indemnity is asserted. The failure to give such notice shall not relieve any Indemnifying Party be accompanied by copies of any of its indemnification obligations contained in this Article 8, except where, documents relied on by any claimant and solely furnished to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Partyparties seeking indemnification. Such Indemnifying Party shall have, upon request within thirty (30) Within 30 days after receipt of such notice, but not the Indemnity Obligor(s) shall by written notice either: (i) concede liability in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable whole as to the Indemniteeamount claimed in such notice; (ii) deny liability in whole as to such amount; (iii) concede liability in part and deny liability in part; or (iv) in the case of claims by third-parties, any such matter involving assume the asserted liability of defense thereof (with legal counsel approved by the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying PartyIndemnity Claimant, which approval shall not be unreasonably withheld.) If the notice required hereunder is properly given, be conclusive as failure by the Indemnity Obligor(s) to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior a third-party claim for which a party is entitled to paying or settling any claim against which such Indemnifying Party is, or may be, obligated indemnity under this Article 8 to indemnify an Indemnitee, Agreement shall cause the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions indemnity obligations of the Indemnity Obligor(s) to extend to whatever outcome results from such third-party claim (this clause otherwise shall not limit the liability of an Indemnity Obligor under this Agreement.) Any settlement or compromise of such claim. An Indemnitee’s failure a claim shall be agreed upon by all parties to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying PartyAgreement. If the Indemnifying Party Indemnity Claimant declines to accept a bona fide offer of settlement which is defending recommended by the claim as set forth aboveIndemnity Obligor, the Indemnifying Party shall have the right to settle the claim only with the consent maximum liability of the IndemniteeIndemnity Obligor(s) shall not exceed that amount which it would have been liable for had such settlement been accepted. If the Indemnity Obligor(s) declines to accept a bona fide offer of settlement recommended by the Indemnity Claimant, the Indemnity Obligor(s) shall be liable for whatever outcome results from such third-party claim.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement An Indemnified Person shall, upon becoming aware of any action or proceeding against such IndemniteeClaim for which indemnification is sought, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (promptly notify the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement Borrower in writing of such action or proceeding and give such Indemnifying Party a copy Claim; provided, however, that, notwithstanding the last sentence of such claim and/or process and all legal pleadings in connection therewith. The Section 7.6(b), the failure to give such notice shall not relieve any Indemnifying Party of release the Borrower from any of its indemnification obligations contained in under this Article 8Section 7.6, except where, and solely to the extent that, that such failure actually and Materially prejudices to give notice shall have a material adverse effect on the Borrower’s ability to defend such claim or recover proceeds under any insurance policies maintained by the Borrower. Subject to the rights of insurers under policies of insurance maintained by the Borrower, the Borrower shall have the right in each case at the Borrower’s sole expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 7.6 and the Indemnified Person shall cooperate, at Borrower’s expense, with all reasonable requests of the Borrower in connection therewith; provided that no right to defend or compromise such Indemnifying Party. Such Indemnifying Party Claim shall haveexist on the part of the Borrower with respect to any Indemnified Person if (1) an Event of Default shall have occurred and be continuing or (2) such Claim would entail a significant risk to the Lender of any criminal liability, upon request within thirty (30) days after receipt regulatory sanction or material civil liability; provided, further, that no right to compromise or settle such Claim shall exist unless the Borrower agrees in writing to pay the amount of such notice, but not in any event after the settlement or compromise of such claimcompromise. In any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, the right to defendBorrower may, and upon such Indemnified Person’s request will, at its own the Borrower’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by its own counsel selected by the Borrower and reasonably acceptable to such Indemnified Person and, in the Indemniteeevent of any failure by the Borrower to do so, any the Borrower shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such matter involving Indemnified Person in connection with such action, suit or proceeding. Where the asserted liability Borrower or the insurers under a policy of insurance maintained by the Borrower undertake the defense of an Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the IndemniteeBorrower or such insurers; provided, however, that if in the Indemnitee determines that there written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required advisable for such Indemnified Person to be reimbursed in full represented by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partyseparate counsel, the Indemnitee reasonable fees and expenses of any such separate counsel shall have be paid by the right Borrower. Subject to defendthe requirements of any policy of insurance, compromise or settle such claim or suitan Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Borrower pursuant to the preceding provisions; and, provided, further, provided that such settlement or compromise shall party’s participation does not, unless consented in the opinion of the independent counsel appointed by the Borrower or its insurers to in writing by conduct such Indemnifying Partyproceedings, which interfere with such control; and such participation shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with constitute a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions waiver of the settlement or compromise of such claimindemnification provided in this Section 7.6(f). An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.6(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly An Indemnified Person shall, after obtaining knowledge thereof, promptly notify the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement Lessee of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release the Lessee from any of its indemnification obligations contained in under this Article 8Section 7.2, except where, and solely (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent thatthat failure to give notice of any action, suit or proceeding against such failure actually and Materially prejudices Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the rights Participation Agreement (TRLI 2001-1C) Lessee or to the extent Lessee's indemnification obligations are increased as a result of such Indemnifying Partyfailure. Such Indemnifying Party The Lessee shall, after obtaining knowledge thereof, promptly notify each Indemnified Person of any indemnified Claim affecting such Indemnified Person. Subject to the provisions of the following paragraph, the Lessee shall haveat its sole cost and expense be entitled to control, upon request within thirty (30) days after receipt and shall assume full responsibility for, the defense of such noticeclaim or liability; provided that the Lessee shall confirm to such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC, TRMI and/or Trinity pursuant to this Section 7 or Section 4 of the Trinity Guaranty, if Lessee is entitled to control the defense of such Claim pursuant to this Section 7.2 and at the same time TILC, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, Lessee's indemnification obligations under this Section 7.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC, TRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any proceeding controlled by the Lessee pursuant to this Section 7.2, but only to the extent that such Person's participation does not in any event after the settlement or compromise reasonable opinion of counsel to the Lessee materially interfere with such claim, the right to defendcontrol, at its own expense, in respect of any such proceeding as to which the Lessee shall have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense and by Participation Agreement (TRLI 2001-1C) 80 of the Lessee in respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemniteecost. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnified Person shall enter into any settlement or other compromise with respect to any Claim without the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the prior written consent of the IndemniteeLessee unless the Indemnified Person waives its rights to indemnification hereunder.

Claims Procedure. Promptly An Indemnified Person shall, after obtaining knowledge thereof, promptly notify the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement Lessee of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release the Lessee from any of its indemnification obligations contained in under this Article 8Section 7.2, except where, and solely (but only if neither the Lessee nor TILC shall have actual knowledge of such Claim) to the extent thatthat failure to give notice of any action, suit or proceeding against such failure actually and Materially prejudices Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the rights Lessee or to the extent Lessee's indemnification obligations are increased as a result of such Indemnifying Partyfailure. Such Indemnifying Party The Lessee shall, after obtaining knowledge thereof, promptly notify each Indemnified Person of any indemnified Claim affecting such Indemnified Person. Subject to the provisions of the following paragraph, the Lessee shall haveat its sole cost and expense be entitled to control, upon request within thirty and shall assume full responsibility for, Participation Agreement (30TRLI 2001-1A) days after receipt 74 the defense of such noticeclaim or liability; provided that the Lessee shall confirm to such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. To the extent that a Claim is made against Lessee pursuant to this Section 7.2 at a time when an identical claim for indemnification arising from substantially similar facts and circumstances is being asserted against TILC, TRMI and/or Trinity pursuant to this Section 7 or Section 4 of the Trinity Guaranty, if Lessee is entitled to control the defense of such Claim pursuant to this Section 7.2 and at the same time TILC, TRMI and/or Trinity, as the case may be, is entitled to control the defense of such claim or liability pursuant to this Section 7 or Section 4 of the Trinity Guaranty, Lessee's indemnification obligations under this Section 7.2 shall not be reduced as a result of the inability of Lessee to control the defense of such Claim where such inability to control the defense of such Claim is caused by the exercise by TILC, TRMI and/or Trinity, as applicable, of such Person's right to control the defense of such indemnified claim as provided by this Section 7 or Section 4 of the Trinity Guaranty. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit or Pledged Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any proceeding controlled by the Lessee pursuant to this Section 7.2, but only to the extent that such Person's participation does not in any event after the settlement or compromise reasonable opinion of counsel to the Lessee materially interfere with such claim, the right to defendcontrol, at its own expense, in respect of any such proceeding as to which the Lessee shall have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense and by of the Lessee in respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemniteecost. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to require an Indemnified Person to contest any Claim or to assume responsibility for or control of any judicial Participation Agreement (TRLI 2001-1A) 75 proceeding with respect thereto. No Indemnified Person shall enter into any settlement or other compromise with respect to any Claim without the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the prior written consent of the IndemniteeLessee unless the Indemnified Person waives its rights to indemnification hereunder.

Claims Procedure. Promptly In the case of any Losses asserted by an Indemnified Party under this Article XXII, such Indemnified Party shall give prompt notice thereof to the Indemnifying Party and in any event within no less than 60 days after the receipt Indemnified Party receives notice of such assertion; provided that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its expense, acting through counsel selected by any indemnified party it (the “Indemnitee”) of and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the commencement Losses), the negotiation, litigation and/or settlement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or Losses. Such Indemnified Party may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice but shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30be obligated to) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in fully informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the Lessee’s right to participate in the defense of such asserted liability at the Indemniteepursue Tax Challenges and Permitted Lessee Contests and Lessor’s own expense. In the event that such Indemnifying Party shall decline right to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Lessor Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Lessee is the Indemnifying Party, a Level I Lessee Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a Level 1 Lessor Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement An Indemnified Person shall, upon becoming aware of any action or proceeding against such IndemniteeClaim for which indemnification is sought, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement promptly notify Lessee of such action or proceeding and give such Indemnifying Party a copy Claim; provided, however, that, notwithstanding the last sentence of such claim and/or process and all legal pleadings in connection therewith. The Section 21.2(b), the failure to give such notice shall not relieve any Indemnifying Party of release Lessee from any of its indemnification obligations contained in under this Article 8Section 21, except where, and solely to the extent that, that such failure actually and Materially prejudices to give notice shall have a material adverse effect on Lessee’s ability to defend such claim or recover proceeds under any insurance policies maintained by Lessee. Subject to the rights of insurers under policies of insurance maintained by Lessee, Lessee shall have the right in each case at Lessee’s sole expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 21.2 and the Indemnified Person shall cooperate with all reasonable requests of Lessee in connection therewith; provided that no right to defend or compromise such Indemnifying Party. Such Indemnifying Party Claim shall haveexist on the part of Lessee with respect to any Indemnified Person if (1) a Specified Default or Event of Default shall have occurred and be continuing or (2) such Claim would entail a significant risk to Lessor or any Affiliate thereof of any criminal liability; provided, upon request within thirty (30) days after receipt further, that no right to compromise or settle such Claim shall exist unless Lessee agrees in writing to pay the amount of such notice, but not in any event after the settlement or compromise of compromise. In any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, Lessee may, and upon such claim, the right to defendIndemnified Person’s request will, at its own Lessee’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by its own counsel selected by Lessee and reasonably acceptable to such Indemnified Person and, in the Indemniteeevent of any failure by Lessee to do so, any Lessee shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such matter involving Indemnified Person in connection with such action, suit or proceeding. Where Lessee or the asserted liability insurers under a policy of insurance maintained by Lessee undertake the Indemniteedefense of an Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of Lessee or such insurers; provided, however, that if in the Indemnitee determines that there written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required advisable for such Indemnified Person to be reimbursed in full represented by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partyseparate counsel, the Indemnitee reasonable fees and expenses of any such separate counsel shall have be paid by Lessee. Subject to the right 31 requirements of any policy of insurance, an Indemnified Person may participate at its own expense in any judicial proceeding controlled by Lessee pursuant to defend, compromise or settle such claim or suitthe preceding provisions; and, provided, further, provided that such settlement or compromise shall party’s participation does not, unless consented in the opinion of the independent counsel appointed by Lessee or its insurers to in writing by conduct such Indemnifying Partyproceedings, which interfere with such control; and such participation shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with constitute a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions waiver of the settlement or compromise of such claimindemnification provided in this Section 21.2(f). An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 21.2(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 12.1 or 12.2, or any indemnified party (other provision of this Agreement except as otherwise expressly provided in this Agreement, shall be asserted and resolved pursuant to this Article XII. Any Person claiming indemnification hereunder is referred to as the “Indemnitee”) of notice of the commencement of Indemnified Party” and any action or proceeding Person against whom such Indemnitee, such Indemnitee shall, if a claim with respect thereto claims are asserted hereunder is or may be made against any indemnifying party (hereinafter referred to as the “Indemnifying Party”) pursuant .” In the event that any Losses are asserted against or sought to this Article 8be collected from or threatened to be sought from an Indemnified Party by a third party, give such Indemnifying including a Governmental Body, said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) not be obligated to indemnify the Indemnified Party with respect to any such Losses if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement in reasonably sufficient time so that the Indemnifying Party’s ability to defend against the Losses is not prejudiced. The Indemnifying Party shall have 30 days after from the personal delivery or receipt of such notice, but the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of the IndemniteeIndemnifying Party.

Claims Procedure. Promptly In the case of any Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall give prompt notice thereof to the Indemnifying Party and in any event within no less than 60 days after the receipt Indemnified Party receives notice of such assertion; provided that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its expense, acting through counsel selected by any indemnified party it (the “Indemnitee”) of and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the commencement Losses), the negotiation, litigation and/or settlement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or Losses. Such Indemnified Party may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice but shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30be obligated to) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in fully informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right of Lessee to participate in pursue Tax Challenges and Permitted Lessee Contests and the defense right of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline Lessor to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Lessor Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Lessee is the Indemnifying Party, a Level I Lessee Default has occurred and is continuing, or, if Lessor is the Indemnifying Party, a Level 1 Lessor Default has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement An Indemnified Person shall, upon becoming aware of any action or proceeding against such IndemniteeClaim for which indemnification is sought, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (promptly notify the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement Borrower in writing of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The Claim; provided, however, that, failure to give such notice shall not relieve any Indemnifying Party of release the Borrower from any of its indemnification obligations contained in under this Article 8, except where, and solely Clause. Subject to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt insurers under policies of such notice, but not in any event after insurance maintained by the settlement or compromise of such claimBorrower, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee Borrower shall have the right in each case at the Borrower’s sole expense to defendinvestigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Clause and the Indemnified Person shall cooperate, at the Borrower’s expense, with all reasonable requests of the Borrower in connection therewith; provided that no right to defend or compromise such Claim shall exist on the part of the Borrower with respect to any Indemnified Person if (1) an Event of Default shall have occurred or settle (2) such claim Claim would entail a risk to the Lender of any criminal liability, regulatory sanction or suitcivil liability or (3) the interests of the Lender and the Borrower are in conflict with one another; and, provided, further, that no right to compromise or settle such Claim shall exist unless the Borrower agrees in writing to pay the amount of such settlement or compromise shall notcompromise, unless consented to and, in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to connection with the liability settlement obtains a full release of such Indemnifying Party to the IndemniteeLender and the Trustee without admission of liability. In any eventcase in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, the IndemniteeBorrower shall, upon such Indemnifying Party and its counsel shall cooperate in the defense againstIndemnified Person’s request, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the IndemniteeBorrower’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of expense resist and defend such action, prior to paying suit or settling any claim against which such Indemnifying Party isproceeding, or may because the same to be resisted or defended by counsel selected by the Borrower and acceptable to such Indemnified Person and, obligated under this Article 8 in the event of any failure by the Borrower to indemnify an Indemniteedo so, the Indemnitee Borrower shall first supply pay all reasonable and documented costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred by such Indemnifying Party Indemnified Person in connection with a copy such action, suit or proceeding. Subject to the requirements of a final court judgment or decree holding any policy of insurance, an Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Indemnitee liable on Borrower pursuant to the preceding provisions; provided that such claim orparty’s participation does not, failing such judgment or decree, in the terms and conditions opinion of the settlement independent counsel appointed by the Borrower or compromise of its insurers to conduct such claim. An Indemnitee’s failure to supply proceedings, interfere with such final court judgment or decree or the terms control; and conditions of a settlement or compromise to such Indemnifying Party participation shall not relieve such Indemnifying Party constitute a waiver of any of its the indemnification obligations provided in this paragraph (c). Nothing contained in this Article 8, except where, and solely paragraph (c) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement An Indemnified Person shall promptly notify Lessee of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that, notwithstanding the “Indemnifying Party”) pursuant to this Article 8last sentence of Section 7.2(b), give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release Lessee from any of its indemnification obligations contained in under this Article 8VII, except where, and solely to the extent that, that such failure actually and Materially prejudices to give notice shall have a material adverse effect on Lessee’s ability to defend such claim. Subject to the rights of insurers under policies of insurance maintained by Lessee, Lessee shall have the right in each case at Lessee’s sole expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 7.2 and the Indemnified Person shall cooperate with all reasonable requests of Lessee in connection therewith; provided that no right to defend or compromise such Indemnifying PartyClaim shall exist on the part of Lessee with respect to any Indemnified Person if (1) a Lease Event of Default shall have occurred and be continuing or (2) such Claim would entail a significant risk to such Indemnified Person of any criminal liability or, unless indemnified against by Lessee, any civil liability or penalty; provided, further, that no right to compromise or settle such Claim shall exist unless Lessee agrees in writing to pay the amount of such settlement or compromise. Such Indemnifying Party shall haveIn any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, Lessee may and, upon request within thirty (30) days after receipt of such noticeIndemnified Person’s request, but not in any event after will at Lessee’s expense resist and defend such action, suit or proceeding, or cause the settlement same to be resisted or compromise of such claim, the right to defend, at its own expense defended by counsel selected by Lessee and by its own counsel reasonably acceptable to such Indemnified Person and, in the Indemniteeevent of any failure by Lessee to do so, any Lessee shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such matter involving Indemnified Person in connection with such action, suit or proceeding. Where Lessee or the asserted liability insurers under a policy of insurance maintained by Lessee undertake the Indemniteedefense of an Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of Lessee or such insurers; provided, however, that if in the Indemnitee determines that there written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required advisable for such Indemnified Person to be reimbursed in full represented by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partyseparate counsel, the Indemnitee reasonable fees and expenses of any such separate counsel shall have be paid by Lessee. Subject to the right requirements of any policy of insurance, an Indemnified Person may participate at its own expense in any judicial proceeding controlled by Lessee pursuant to defend, compromise or settle such claim or suitthe preceding provisions; and, provided, further, provided that such settlement or compromise shall party’s participation does not, unless consented in the opinion of the independent counsel appointed by Lessee or its insurers to in writing by conduct such Indemnifying Partyproceedings, which interfere with such control; and such participation shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with constitute a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions waiver of the settlement or compromise of such claimindemnification provided in this Section 7.2(f). An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after the receipt Except with respect to third party claims, actions or suits covered by Section 5.3, any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if Investor Indemnified Party who wishes to make a claim with respect thereto for indemnification for a Loss pursuant to Sections 5.1, as applicable (an “Indemnified Party”), shall give written notice to each Person from whom indemnification is or may be made against any indemnifying party being claimed (the an “Indemnifying Party”) pursuant with reasonable promptness after the Indemnified Party’s discovery of the facts and circumstances giving rise to this Article 8, give such the indemnification claim. The Indemnified Party shall supply the Indemnifying Party written notice such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the commencement Loss it asserts it has sustained or incurred, and will permit the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the claim and asserted Loss as the Indemnifying Party shall reasonably request. The Indemnifying Party shall have a period of 30 days after receipt by the Indemnifying Party of such action notice and such evidence to either (i) agree to the payment of the Loss to the Indemnified Party or proceeding and give such (ii) contest the payment of the Loss. If the Indemnifying Party a copy does not contest the payment of the Loss within such claim and/or process 30 day period, the Indemnifying Party shall be deemed to have accepted all of the Loss. If the Indemnifying Party agrees to the payment of the Loss or has been deemed to have accepted all of the Loss, then the Indemnifying Party shall, within 10 business days after such agreement or acceptance, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and all legal pleadings subject to the limitations set forth in connection therewiththis Agreement. The failure to give such the notice referred to herein with reasonable promptness shall not relieve any the Indemnifying Party of any of its indemnification obligations contained in this Article 8, hereunder except where, and solely to the extent that, such failure actually and Materially prejudices that the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely actually prejudiced as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply give such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteenotice.

Claims Procedure. Promptly after the receipt by any Notice to an indemnified party (the “Indemnitee”) of notice of any claim or the commencement of any action Proceeding by a third party involving any loss, liability, obligation, damage or proceeding against such Indemniteeexpense referred to in Section 7.1 or 7.2, such Indemnitee indemnified party shall, if a claim with for indemnification in respect thereto thereof is or may to be made against any an indemnifying party (the “Indemnifying Party”) pursuant to this Article 8party, give such Indemnifying Party written notice Notice to the latter of the commencement of such action claim or proceeding Proceeding, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks indemnification hereunder; provided that the failure of any indemnified party to give such Indemnifying Party a copy Notice shall not relieve the indemnifying party of its obligations under such claim and/or process and all legal pleadings in connection therewith. The Section, except to the extent that the indemnifying party is actually prejudiced by the failure to give such notice Notice. In case any such Proceeding is brought against an indemnified party, and provided that proper Notice is duly given, the indemnifying party shall assume and control the defense thereof insofar as such Proceeding involves any loss, liability, obligation, damage or expense in respect of which indemnification may be sought hereunder, with counsel selected by the indemnifying party (and reasonably satisfactory to such indemnified party), and, after Notice from the indemnifying party to such indemnified party of its assumption of the defense thereof, the indemnifying party shall not relieve be liable to such indemnified party for any Indemnifying Party of any of its indemnification obligations contained legal or other expenses subsequently incurred by the indemnified party in this Article 8, except where, and solely to connection with the extent that, such failure actually and Materially prejudices defense thereof (but the rights of such Indemnifying Party. Such Indemnifying Party indemnified party shall have, upon request within thirty (30) days after receipt of such noticehave the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any event after amounts paid or foregone by the indemnified party as a result of the settlement or compromise thereof (without the written consent of the indemnifying party), except that, if both the indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either such party reasonably determines with advice of counsel that a material conflict of interest between such parties may exist in respect of such claimProceeding, the right indemnifying party may decline to defend, at assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own expense and by its own counsel reasonably acceptable behalf, and, in either such case, after Notice to such effect is duly given hereunder to the Indemniteeother party, any such matter involving the asserted liability indemnifying party shall be relieved of its obligation to assume the defense on behalf of the Indemniteeindemnified party, but shall be required to pay any legal or other expenses, including without limitation reasonable attorneys' fees and disbursements incurred by the indemnified party in such defense; provided, however, that the indemnifying party shall not be liable for such expenses on account of more than one separate firm of attorneys (and, if necessary, local counsel) at any time representing such indemnified party in connection with any Proceeding or separate Proceedings in the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result same jurisdiction arising out of money payments required to be reimbursed in full by or based upon substantially the same allegations or circumstances. If the indemnifying party shall assume the defense of any such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartyProceeding, the Indemnitee indemnified party shall have cooperate fully with the right indemnifying party and shall appear and give testimony, produce documents and other tangible evidence, allow the indemnifying party access to defendthe books and records of the indemnified party and otherwise assist the indemnifying party in conducting such defense. No indemnifying party shall, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Partywithout the consent of the indemnified party, which consent shall not be unreasonably withheld, be conclusive consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability in respect of such Indemnifying Party claim or Proceeding. Provided that proper Notice is duly given, if the indemnifying party shall fail promptly and diligently to assume the Indemnitee. In any eventdefense thereof, if and in the manner required hereunder, the Indemniteeindemnified party may respond to, contest and defend against such Indemnifying Party and its counsel shall cooperate in Proceeding (but the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee indemnifying party shall have the right to participate at its own cost and expense in such defense by counsel of its own choice) and may make in good faith any compromise or settlement with respect thereto, and recover the defense entire cost and expense thereof, including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party isProceeding, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claimthereof, from the indemnifying party. An Indemnitee’s failure Any indemnification required to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party be made hereunder shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent be made by periodic payments of the Indemniteeamount thereof during the course of the investigation or defense, as and when bills or invoices are received or loss, liability, obligation, damage or expense is actually suffered or incurred.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”"INDEMNITEE") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”"INDEMNIFYING PARTY") pursuant to this Article 8Section 9, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 9, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 9 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s Indemnity's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 9, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; PROVIDED, HOWEVER, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; PROVIDED, HOWEVER, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly In the case of any Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall give prompt notice thereof to the Indemnifying Party and in any event within no less than sixty (60) days after the receipt Indemnified Party receives notice of such assertion; provided, that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its expense, acting through counsel selected by any indemnified party it (the “Indemnitee”) of and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the commencement Losses) the negotiation, litigation or settlement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or Losses. Such Indemnified Party may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice but shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30be obligated to) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in fully informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right of Tenant to participate in pursue Tax Challenges and Permitted Tenant Contests and the defense right of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline Landlord to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Landlord Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Tenant is the Indemnifying Party, a Level 1 Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a Xxxxx 0 Xxxxxxxx Xxxxxxx has occurred and is continuing, (b) the proceeding involves the possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8Section 12, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 12, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty sixty (3060) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between Platinum or any of its subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartySection 12, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and his or its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.the

Claims Procedure. Promptly An Indemnified Person shall, after obtaining ---------------- knowledge thereof, promptly notify the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement Lessee of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release the Lessee from any of its indemnification obligations contained in under this Article 8Section 7.2, except where, and solely (but only if neither the Lessee nor Lessee [Participation Agreement (GARC II 98-A)] Parent shall have actual knowledge of such Claim) to the extent thatthat failure to give notice of any action, suit or proceeding against such failure actually Indemnified Person shall have a material adverse effect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by the Lessee. The Lessee shall, after obtaining knowledge thereof, promptly notify each Indemnified Person of any indemnified Claim affecting such Indemnified Person. Subject to the provisions of the following paragraph, the Lessee shall at its sole cost and Materially prejudices expense be entitled to control, and shall assume full responsibility for, the rights defense of such Indemnifying Party. Such Indemnifying Party claim or liability; provided that the Lessee shall haveconfirm to such Indemnified Person Lessee's obligations to indemnify hereunder for such Claim, upon request within thirty (30) days after receipt shall keep the Indemnified Person which is the subject of such noticeproceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. Notwithstanding any of the foregoing to the contrary, but the Lessee shall not be entitled to control and assume responsibility for the defense of any Claim if (1) a Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit, (3) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (4) such Claim involves the possibility of criminal sanctions or liability to such Indemnified Person or (5) an Equity Insufficiency Circumstance shall exist. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any event after proceeding controlled by the settlement or compromise of such claim, the right Lessee pursuant to defendthis Section 7.2, at its own expense, in respect of any such proceeding as to which the Lessee shall have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense and by of the Lessee in respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. Lessee may in any event participate in all such proceedings at its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemniteecost. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after The Indemnified Party shall promptly notify the receipt by Indemnifying Party in writing of any indemnified party (Indemnified Claim or Additional Indemnified Claim, specifying the “Indemnitee”) of notice nature of the commencement action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s expense in all reasonable respects in connection with the defense of any action such Indemnified Claim or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Additional Indemnified Claim. The Indemnifying Party may upon written notice of to the commencement of such action Indemnified Party undertake to control and conduct all proceedings or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings negotiations in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, assume and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in control the defense of such asserted liability at Indemnified Claims or Additional Indemnified Claims, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such Indemnified Claim or Additional Indemnified Claim, including the Indemnitee’s own expenseemployment of counsel which shall be reasonably satisfactory to the Indemnified Party, and payment of all reasonably incurred expenses. In Notwithstanding the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemniteeforegoing, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Indemnified Party shall have the right to employ separate counsel to provide input to the defense, at the Indemnified Party’s own cost. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of Indemnified Claims or Additional Indemnified Claims. The Indemnifying Party shall not settle any Indemnified Claim or Additional Indemnified Claim under this Section 14.3 on the claim only with Indemnified Party’s behalf without first obtaining the consent of the Indemnitee.Indemnified Party’s written permission, which permission shall not be

Claims Procedure. Promptly after An Indemnitee shall promptly notify Owner of any Claim as to which indemnification is sought. Such Indemnitee shall promptly submit to the receipt by any indemnified party (Owner all additional information in such Indemnitee’s possession to substantiate such Claim as the “Indemnitee”) of notice Owner reasonably requests. Subject to the rights of the commencement of Owner’s insurers, Owner may, at its sole cost and expense, investigate any action Claim, and may in its sole discretion defend or proceeding against such compromise any Claim. Owner shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as Owner has agreed in a writing acceptable to such Indemnitee shallthat Owner is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), if in any judicial or administrative proceeding that involves solely a claim with respect thereto for one or more Claims, to assume responsibility for and control thereof, (B) so long as Owner has agreed in a writing acceptable to such Indemnitee that Owner is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or may be made against any indemnifying party (administrative proceeding involving a claim for one or more Claims and other claims related or unrelated to the “Indemnifying Party”) pursuant transactions contemplated by the Loan Documents, to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding assume responsibility for and give such Indemnifying Party a copy control of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely for Claims to the extent thatthat the same may be and is severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such failure actually and Materially prejudices Indemnitee with respect to judicial proceedings subject to the rights control of such Indemnifying PartyIndemnitee. Such Indemnifying Party Notwithstanding any of the foregoing to the contrary, the Owner shall havenot be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while an Event of Default exists, upon request within thirty (30ii) days after receipt if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Lien permitted under this Mortgage and the Credit Agreement) on any Aircraft, Airframe, Engine, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith opinion of such noticeIndemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary, but not and, in any event after such proceeding, the settlement or compromise Owner shall be liable for the cost of such claim, proceeding and (subject to the right to defend, provisions of Section 6.11(d)) any Claim resulting therefrom. The affected Indemnitee may participate at its own expense and by with its own counsel reasonably acceptable in any judicial proceeding controlled by Owner pursuant to the Indemniteepreceding provisions. At the Owner’s expense, any such matter involving the asserted liability Indemnitee shall cooperate with all reasonable requests of the Indemnitee; providedOwner in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Owner, howeverwhich consent shall not be unreasonably withheld or delayed, that if the unless such Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required waives its right to be reimbursed indemnified with respect to such Claim. Where Owner or its insurers undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in full connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of Owner or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by Owner pursuant to the preceding provisions; provided that such Indemnifying Party party’s participation does not, in the Opinion of Counsel appointed by Owner or its insurers to conduct such proceedings, interfere with such control. Such participation shall not constitute a waiver of the indemnification provided in this Section 6.11. Notwithstanding anything to the contrary contained herein, the Owner shall not under this Article 8 or if any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one Claim unless a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle exist among such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the IndemniteeIndemnitees.

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 13.1 or 13.2, or any indemnified party (the “Indemnitee”) other provision of notice of the commencement of any action or proceeding against such Indemniteethis Agreement except as otherwise expressly provided in this Agreement, such Indemnitee shall, if a claim with respect thereto is or may shall be made against any indemnifying party (the “Indemnifying Party”) asserted and resolved pursuant to this Article 8XIII. Any Person claiming indemnification hereunder referred to as the "Indemnified Party" and any Person against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." In the event that any Losses are asserted against or sought to be collected from an Indemnified Party by a third party, give such Indemnifying said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any shall be relieved of its indemnification obligations contained in this Article 8, except where, and solely to indemnify the Indemnified Party with respect to any such Losses only to the extent that, such failure actually and Materially prejudices the rights Indemnified Party's delay in notifying the Indemnifying Party thereof in accordance with the provisions of such this Agreement so prejudice the Indemnifying Party's ability to defend against the Losses. Such The Indemnifying Party shall have, upon request within thirty have twenty (3020) days after from the personal delivery or receipt of such notice, but the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of both the IndemniteeIndemnifying Party and the Indemnified Party.

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 12.1 or 12.2, or any indemnified party (the “Indemnitee”) other provision of notice of the commencement of any action or proceeding against such Indemniteethis Agreement except as otherwise expressly provided in this Agreement, such Indemnitee shall, if a claim with respect thereto is or may shall be made against any indemnifying party (the “Indemnifying Party”) asserted and resolved pursuant to this Article 8XII. Any Person claiming indemnification hereunder is referred to as the "Indemnified Party" and any Person against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." In the event that any Losses are asserted against, give such Indemnifying sought to be collected from or threatened to be sought from an Indemnified Party, by a third party, including a Governmental Body, said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within not be obligated to indemnify the Indemnified Party with respect to any such Losses if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement in reasonably sufficient time so that the Indemnifying Party's ability to defend against the Losses is not prejudiced. The Indemnifying Party shall have thirty (30) days after from the personal delivery or receipt of such notice, but the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend 41 the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of the IndemniteeIndemnifying Party.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8Section 5, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 5, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 Section 5 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 5 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 5, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee. In no event shall any Indemnifying Party be obligated to indemnify an Indemnitee for any Claims or Liabilities arising as a result of the gross negligence, willful misconduct or fraud of the Indemnitee.

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 13.1 or 13.2, or any indemnified party (the “Indemnitee”) other provision of notice of the commencement of any action or proceeding against such Indemniteethis Agreement except as otherwise expressly provided in this Agreement, such Indemnitee shall, if a claim with respect thereto is or may shall be made against any indemnifying party (the “Indemnifying Party”) asserted and resolved pursuant to this Article 8XIII. Any Person claiming indemnification hereunder referred to as the "Indemnified Party" and any Person against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." In the event that any Losses are asserted against or sought to be collected from an Indemnified Party by a third party, give such Indemnifying said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) not be obligated to indemnify the Indemnified Party with respect to any such Losses if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement in reasonably sufficient time so that the Indemnifying Party's ability to defend against the Losses is not prejudiced. The Indemnifying Party shall have 30 days after from the personal delivery or receipt of such notice, but the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of the IndemniteeIndemnifying Party.

Claims Procedure. Promptly after In the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement case of any claim, demand, action or proceeding against such Indemniteefor which indemnification is sought pursuant to Section 9.2 or 9.3, such Indemnitee shall, if a claim with respect thereto is the party or may be made against any indemnifying party parties seeking indemnification (the “Indemnifying Party”"Indemnitee") pursuant to this Article 8, give such Indemnifying Party written notice shall promptly notify the party or parties against whom indemnification is sought ("Indemnitor") in writing of the commencement of such action or proceeding existence and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise nature of such claim, the right to defenddemand, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemniteeaction or proceeding; provided, however, that if no failure or delay by the Indemnitee determines in the performance of the foregoing shall reduce or otherwise affect the obligation of Indemnitor to indemnify and hold the Indemnitee harmless. If such claim, demand, action or proceeding is by a third Person (a "Claim"), the Indemnitee hereby agrees that there is it shall give Indemnitor a reasonable probability opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to Indemnitor at its sole cost and expense and with counsel of their own selection (who shall be approved by the Indemnitee, which approval shall not be unreasonably withheld) and Indemnitor shall pay any resulting settlements, judgments or decrees; provided, however, that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of Indemnitor. If Indemnitor shall, within a claim may Materially and adversely affect itreasonable time after said notice, other than solely as a result of money payments required fail to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partydefend, the Indemnitee shall have the right right, but not the obligation, and without waiving any rights against Indemnitor, to defendundertake the defense of, and, in its sole discretion, to compromise or settle such claim or suit; andthe Claim on behalf, providedfor the account, furtherand at the risk and expense, that such of Indemnitor and shall be entitled to collect the amount of any settlement or compromise shall notjudgment or decree and all costs and expenses (including, unless consented to without limitation, reasonable attorneys' fees) in writing connection therewith. If the Claim is one that cannot by such Indemnifying Party, which shall not its nature be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defensedefended solely by Indemnitor, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event make available all information and assistance that such Indemnifying Party Indemnitor may reasonably request; provided, however, that any associated out-of-pocket expenses shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteebe paid by Indemnitor.

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 13.1 or 13.2, or any indemnified party (the “Indemnitee”) other provision of notice of the commencement of any action or proceeding against such Indemniteethis Agreement except as otherwise expressly provided in this Agreement, such Indemnitee shall, if a claim with respect thereto is or may shall be made against any indemnifying party (the “Indemnifying Party”) asserted and resolved pursuant to this Article 8XIII. Any Person claiming indemnification hereunder referred to as the "Indemnified Party" and any Person against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." In the event that any Losses are asserted against or sought to be collected from an Indemnified Party by a third party, give such Indemnifying said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any shall be relieved of its indemnification obligations contained in this Article 8, except where, and solely to indemnify the Indemnified Party with respect to any such Losses only to the extent that, such failure actually and Materially prejudices the rights Indemnified Party's delay in notifying the Indemnifying Party thereof in accordance with the provisions of such this Agreement so prejudice the Indemnifying Party's ability to defend against the Losses. Such The Indemnifying Party shall have, upon request within thirty have twenty (3020) days after from the personal delivery or receipt of such notice, but the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires. at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion. answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the third party Losses, or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of both the IndemniteeIndemnifying Party and the Indemnified Party.

Claims Procedure. Promptly after the receipt by any Notice to an indemnified party (the “Indemnitee”) of notice of any claim or the commencement of any action Proceeding by a third party involving any loss, liability, obligation, damage or proceeding against such Indemniteeexpense referred to in Section 4(a) or 4(b), such Indemnitee indemnified party shall, if a claim with for indemnification in respect thereto thereof is or may to be made against any an indemnifying party (the “Indemnifying Party”) pursuant to this Article 8party, give such Indemnifying Party written notice Notice to the latter of the commencement of such action claim or proceeding Proceeding, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks indemnification hereunder; provided that the failure of any indemnified party to give such Indemnifying Party a copy Notice shall not relieve the indemnifying party of its obligations under such claim and/or process and all legal pleadings in connection therewith. The Section, except to the extent that the indemnifying party is actually prejudiced by the failure to give such notice Notice. In case any such Proceeding is brought against an indemnified party, and provided that proper Notice is duly given, the indemnifying party shall assume and control the defense thereof insofar as such Proceeding involves any loss, liability, obligation, damage or expense in respect of which indemnification may be sought hereunder, with counsel selected by the indemnifying party (and reasonably satisfactory to such indemnified party), and, after Notice from the indemnifying party to such indemnified party of its assumption of the defense thereof, the indemnifying party shall not relieve be liable to such indemnified party for any Indemnifying Party of any of its indemnification obligations contained legal or other expenses subsequently incurred by the indemnified party in this Article 8, except where, and solely to connection with the extent that, such failure actually and Materially prejudices defense thereof (but the rights of such Indemnifying Party. Such Indemnifying Party indemnified party shall have, upon request within thirty (30) days after receipt of such noticehave the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any event after amounts paid or foregone by the indemnified party as a result of the settlement or compromise thereof (without the written consent of the indemnifying party), except that, if both the indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either such party reasonably determines with advice of counsel that a material conflict of interest between such parties may exist in respect of such claimProceeding, the right indemnifying party may decline to defend, at assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own expense and by its own counsel reasonably acceptable behalf, and, in either such case, after Notice to such effect is duly given hereunder to the Indemniteeother party, any such matter involving the asserted liability indemnifying party shall be relieved of its obligation to assume the defense on behalf of the Indemniteeindemnified party, but shall be required to pay any reasonable legal or other expenses, including without limitation reasonable attorneys’ fees and disbursements incurred by the indemnified party in such defense; provided, however, that the indemnifying party shall not be liable for such expenses on account of more than one separate firm of attorneys (and, if necessary, local counsel) at any time representing such indemnified party in connection with any Proceeding or separate Proceedings arising out of or based upon substantially the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result same allegations or circumstances. If the indemnifying party shall assume the defense of money payments required to be reimbursed in full by any such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartyProceeding, the Indemnitee indemnified party shall have cooperate fully with the right indemnifying party and shall appear and give testimony, produce documents and other tangible evidence, allow the indemnifying party access to defendthe books and records of the indemnified party and otherwise assist the indemnifying party in conducting such defense. No indemnifying party shall, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Partywithout the consent of the indemnified party, which consent shall not be unreasonably withheld, be conclusive consent to entry of any judgment or enter into any settlement or compromise in respect of any claim or Proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability in respect of such Indemnifying Party claim or Proceeding and (ii) involves solely monetary damages (and not injunctive or other equitable relief or any admission of guilt or fault). Provided that proper Notice is duly given, if the indemnifying party shall fail promptly and diligently to assume the Indemnitee. In any eventdefense thereof, if and in the manner required hereunder, the Indemniteeindemnified party may respond to, contest and defend against such Indemnifying Party and its counsel shall cooperate in Proceeding (but the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee indemnifying party shall have the right to participate at its own cost and expense in such defense by counsel of its own choice) and may make in good faith any compromise or settlement with respect thereto, and recover the defense entire cost and expense thereof, including without limitation reasonable attorneys’ fees and disbursements and all amounts paid or foregone as a result of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party isProceeding, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claimthereof, from the indemnifying party. An Indemnitee’s failure Any indemnification required to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party be made hereunder shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent be made by periodic payments of the Indemniteeamount thereof during the course of the investigation or defense, as and when bills or invoices are received or loss, liability, obligation, damage or expense is actually suffered or incurred.

Claims Procedure. Promptly after the receipt Except with respect to Third Party Claims covered by Section 9.5, any indemnified party Buyer Indemnified Party or Seller Indemnified Party who wishes to make a claim for indemnification for Damages pursuant to this Article IX (the an “IndemniteeIndemnified Party”) of shall give written notice of to Sellers or the commencement of any action or proceeding against such IndemniteeBuyer, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party respectively (the “Indemnifying Party”) pursuant promptly, and in any event no later than thirty (30) days after it first acquires knowledge of the fact, event or circumstance giving rise to the claim for indemnification for Damages, but the failure of any Indemnified Party to give notice as provided in this Section 9.4 shall not relieve the Indemnifying Party of its obligations under this Article 8IX, give except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Promptly after written notice of a claim has been provided as set forth above (and in no event later than thirty (30) days after the commencement Indemnified Party first acquires knowledge of such action the fact, event or proceeding and give such circumstance giving rise to a claim for Damages), the Indemnified Party shall supply the Indemnifying Party a copy with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of such claim and/or process Damages that it asserts it has sustained or incurred, and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any will permit the Indemnifying Party to inspect such other records and books in the possession of any of its indemnification obligations contained in this Article 8, except where, the Indemnified Party and solely relating to the extent that, such failure actually claim and Materially prejudices asserted Damages as the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within reasonably request. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at notice and all such evidence to either (i) agree to the Indemnitee’s own expense. In payment of Damages to the event that such Indemnifying Indemnified Party shall decline to participate in or assume (ii) contest the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions payment of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying PartyDamages. If the Indemnifying Party is defending does not agree to or contests the claim as set forth abovepayment of Damages within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the right Damages. If the Indemnifying Party agrees in writing to settle the claim only with payment of Damages within such 30-day period, then it shall, within ten (10) Business Days after such agreement, pay to the consent Indemnified Party the amount of Damages payable pursuant to, and subject to the Indemniteelimitations set forth in, this Article IX.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8V, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8V, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between TriZetto or any of its Subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartyV, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall should not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and his or its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 V to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of his or its indemnification obligations contained in this Article 8V, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party, which should not be unreasonably withheld, provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8Section, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 Section or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any Notice to an indemnified party (the “Indemnitee”) of notice of any claim or the commencement of any action Proceeding by a third party involving any loss, liability, obligation, damage or proceeding against such Indemniteeexpense referred to in Section 4(a) or 4(b), such Indemnitee indemnified party shall, if a claim with for indemnification in respect thereto thereof is or may to be made against any an indemnifying party (the “Indemnifying Party”) pursuant to this Article 8party, give such Indemnifying Party written notice Notice to the latter of the commencement of such action claim or proceeding Proceeding, setting forth in reasonable detail the nature thereof and the basis upon which such party seeks indemnification hereunder; provided that the failure of any indemnified party to give such Indemnifying Party a copy Notice shall not relieve the indemnifying party of its obligations under such claim and/or process and all legal pleadings in connection therewith. The Section, except to the extent that the indemnifying party is actually prejudiced by the failure to give such notice Notice. In case any such Proceeding is brought against an indemnified party, and provided that proper Notice is duly given, the indemnifying party shall assume and control the defense thereof insofar as such Proceeding involves any loss, liability, obligation, damage or expense in respect of which indemnification may be sought hereunder, with counsel selected by the indemnifying party (and reasonably satisfactory to such indemnified party), and, after Notice from the indemnifying party to such indemnified party of its assumption of the defense thereof, the indemnifying party shall not relieve be liable to such indemnified party for any Indemnifying Party of any of its indemnification obligations contained legal or other expenses subsequently incurred by the indemnified party in this Article 8, except where, and solely to connection with the extent that, such failure actually and Materially prejudices defense thereof (but the rights of such Indemnifying Party. Such Indemnifying Party indemnified party shall have, upon request within thirty (30) days after receipt of such noticehave the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any event after amounts paid or foregone by the indemnified party as a result of the settlement or compromise thereof (without the written consent of the indemnifying party), except that, if both the indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either such party reasonably determines with advice of counsel that a material conflict of interest between such parties may exist in respect of such claimProceeding, the right indemnifying party may decline to defend, at assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own expense and by its own counsel reasonably acceptable behalf, and, in either such case, after Notice to such effect is duly given hereunder to the Indemniteeother party, any such matter involving the asserted liability indemnifying party shall be relieved of its obligation to assume the defense on behalf of the Indemniteeindemnified party, but shall be required to pay any reasonable legal or other expenses, including without limitation reasonable attorneys' fees and disbursements incurred by the indemnified party in such defense; provided, however, that the indemnifying party shall not be liable for such expenses on account of more than one separate firm of attorneys (and, if necessary, local counsel) at any time representing such indemnified party in connection with any Proceeding or separate Proceedings in the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result same jurisdiction arising out of money payments required to be reimbursed in full by or based upon substantially the same allegations or circumstances. If the indemnifying party shall assume the defense of any such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartyProceeding, the Indemnitee indemnified party shall have cooperate fully with the right indemnifying party and shall appear and give testimony, produce documents and other tangible evidence, allow the indemnifying party access to defendthe books and records of the indemnified party and otherwise assist the indemnifying party in conducting such defense. No indemnifying party shall, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Partywithout the consent of the indemnified party, which consent shall not be unreasonably withheld, be conclusive consent to entry of any judgment or enter into any settlement or compromise in respect of any claim or Proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability in respect of such Indemnifying Party claim or Proceeding and (ii) involves solely monetary damages (and not injunctive or other equitable relief or any admission of guilt or fault). Provided that proper Notice is duly given, if the indemnifying party shall fail promptly and diligently to assume the Indemnitee. In any eventdefense thereof, if and in the manner required hereunder, the Indemniteeindemnified party may respond to, contest and defend against such Indemnifying Party and its counsel shall cooperate in Proceeding (but the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee indemnifying party shall have the right to participate at its own cost and expense in such defense by counsel of its own choice) and may make in good faith any compromise or settlement with respect thereto, and recover the defense entire cost and expense thereof, including without limitation reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party isProceeding, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claimthereof, from the indemnifying party. An Indemnitee’s failure Any indemnification required to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party be made hereunder shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent be made by periodic payments of the Indemniteeamount thereof during the course of the investigation or defense, as and when bills or invoices are received or loss, liability, obligation, damage or expense is actually suffered or incurred.

Claims Procedure. Promptly after Whenever a Purchaser's Loss or Seller's Loss subject to the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained indemnity provisions in this Article 8VI shall arise (a "Claim"), except where, and solely the party entitled to indemnity (the extent that, such failure actually and Materially prejudices "Indemnified Party") shall promptly notify the rights party obligated to provide indemnity (the "Indemnifying Party") of such Indemnifying Party. Such Indemnifying Party shall haveClaim and, upon request within thirty (30) days after receipt when known, the facts constituting the basis of such noticeClaim, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if in the Indemnitee determines that there is a reasonable probability that event of a claim may Materially and adversely affect itresulting from or in connection with any Claim by a third party, other the Indemnified Party shall use its diligent efforts to give notice no later than solely as ten (10) days prior to the time any response to the asserted Claim is required. In the event of a result of money payments required to be reimbursed Claim resulting from or in full connection with a Claim by such a third party, the Indemnifying Party under this Article 8 or if a conflict may, at its sole cost and expense, assume the defense thereof. If an Indemnifying Party assumes the defense of interest exists between Indemnitee and the Claim, the Indemnifying PartyParty shall be entitled to select counsel and take all steps necessary in the defense thereof and shall have the right to effect a settlement of the Claim. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choice. In the event that the Indemnifying Party fails to timely defend, contest or otherwise protect against any such Claim, the Indemnitee Indemnified Party shall have the right to defend, contest or otherwise protect against the same and may make any compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party thereof and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where recover from the Indemnifying Party shall have assumed the defenseentire cost thereof, the Indemnitee shall have the right to participate in the defense including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement Claim or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteethereof.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 87, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 87, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 7 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 7 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 87, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its Affiliates by the claimant and imposes no Material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party, provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly after the receipt by In connection with any indemnified party (the “Indemnitee”) of notice of the commencement claim giving rise to indemnity hereunder resulting from or arising out of any action claim or legal proceeding against such by a Person who is not a party to this Agreement, the Indemnitor at its sole cost and expense and with counsel reasonably satisfactory to the Indemnitee may, upon written notice to the Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against assume the defense of any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all or legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely proceeding if (a) the Indemnitor acknowledges to the extent thatIndemnitee in writing, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty fifteen (3015) days after receipt of such noticenotice from the Indemnitor, but not in any event after its obligations to indemnify the settlement or compromise Indemnitee with respect to all elements of such claim, (b) the right Indemnitor will have the financial resources to defenddefend against such third-party claim and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction 42 47 or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnitee, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnitee. The Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemniteeexpense; provided, however, that if there are one or more legal defenses available to the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect itconflict with those available to the Indemnitor, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between the Indemnitor fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnitee and that it believes the Indemnifying PartyIndemnitor has failed to do so, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or may assume the defense of such action, prior to paying or settling any claim; in such event the Indemnitee may settle such claim against which upon such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemniteebasis as the Indemnitee deems reasonable. If the Indemnitee assumes the defense of the claim, the Indemnitee Indemnitor shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding reimburse the Indemnitee liable on such claim or, failing such judgment or decree, for the terms reasonable fees and conditions expenses of counsel retained by the settlement or compromise Indemnitee and the Indemnitor shall be entitled to participate in (but not control) the defense of such claim, with its counsel at its own expense. An Indemnitee’s failure The parties agree to supply render, without compensation, to each other such final court judgment or decree or assistance as they may reasonably require of each other in order to insure the terms proper and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party adequate defense of any of its action, suit or proceeding, whether or not subject to indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteehereunder.

Claims Procedure. Promptly after the receipt by any If an indemnified party is of the opinion that he, she or it has or may acquire a right to indemnification under this Section 10.2 (each, an “Indemnification Claim”), such indemnified party shall so notify the Indemnitor in a written notice (each such notice and including a Claim Notice under Section 10.2(c), an “IndemniteeIndemnification Claim Certificate”) (i) stating that such indemnified party has directly or indirectly paid, sustained or incurred Indemnifiable Damages, or reasonably anticipates that he, she or it will directly or indirectly pay, sustain or incur any Indemnifiable Damages, (ii) specifying in reasonable detail the individual items of notice Indemnifiable Damages included in the amount so stated (and the method of computation of each such item of Indemnifiable Damages; if applicable), the commencement date each such item of any action Indemnifiable Damages was paid, sustained or proceeding against incurred, or the basis for such Indemniteereasonably anticipated Indemnifiable Damages, such Indemnitee shall, if (iii) a claim with respect thereto is or may be made against any indemnifying party brief description in reasonable detail (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent thatavailable to such indemnified party) of the facts, circumstances or events giving rise to each item of Indemnifiable Damages based on such failure actually indemnified party’s good faith belief thereof, and Materially prejudices (iv) the rights basis for indemnification under Section 10.2 to which such item of Indemnifiable Damages is related (including, if applicable, the specific nature of the misrepresentation, or the breach of warranty or covenant). If the Indemnitor does not object in writing to the indemnified party within thirty (30) days after Indemnitor’s receipt of such Indemnifying PartyIndemnification Claim Certificate, the Indemnitor shall be conclusively deemed to have acknowledged and irrevocably consented to and agreed with the indemnified party’s recovery of the full amount of all such items of Indemnifiable Damages set forth in such Indemnification Claim Certificate. Such Indemnifying Party shall haveIn the event that the Indemnitor, upon request within thirty (30) days after receipt of such noticeIndemnification Claim Certificate, but not objects in writing to any event after or all of the settlement or compromise of such claimIndemnifiable Damages set forth in the Indemnification Claim Certificate, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee Indemnitor and the Indemnifying Party, the Indemnitee indemnified party shall have the right attempt in good faith to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices agree upon the rights of such Indemnifying Partythe respective parties with respect to the disputed items of Indemnifiable Damages. If the Indemnifying Party is defending parties should so agree, a memorandum setting forth the claim as agreement reached by the parties with respect to such disputed items of Indemnifiable Damages shall be prepared and signed by both parties. If within sixty (60) days after the Indemnitor’s receipt of such Indemnification Claim Certificate, and after good faith negotiations, the parties are unable to agree on the rights of the respective parties with respect to any disputed items of Indemnifiable Damages set forth abovein an Indemnification Claim Certificate, the Indemnifying Party indemnified party shall have the right be entitled to settle the claim only with the consent of the Indemniteeexercise all legal remedies available to it under this Agreement.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between TriZetto or any of the TriZetto Subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party8, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall should not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and his or its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of his or its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.such

Claims Procedure. Promptly after In the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement case of any action or proceeding against such IndemniteeLosses asserted by an Indemnified Party under this Article XXII, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (Indemnified Party shall give prompt written notice thereof to the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request event within no less than thirty (30) days after receipt the Indemnified Party becomes aware of such noticeLoss; provided, that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its sole expense, acting through counsel selected by it (and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the Losses) the negotiation, litigation or settlement of any such Losses. Such Indemnified Party may (but shall not in any event after the settlement or compromise of such claim, the right to defend, be obligated to) participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in reasonably informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the Tenant’s right to participate in the defense of such asserted liability at the Indemniteepursue Tax Challenges and Permitted Tenant Contests and Landlord’s own expense. In the event that such Indemnifying Party shall decline right to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Landlord Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Tenant is the Indemnifying Party, a Level I Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a Lxxxx 0 Xxxxxxxx Xxxxxxx has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt Except with respect to Third Party Claims covered by Section 8.05 and claims relating to Taxes, any indemnified party Purchaser Indemnified Party or Seller Indemnified Party who wishes to make a claim for indemnification for a Loss pursuant to this Article VIII (the an “IndemniteeIndemnified Party”) of shall give written notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto as contemplated by this 42 Agreement to each Person from whom indemnification is or may be made against any indemnifying party being claimed (the an “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party ). Promptly after written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim has been provided as set forth above, the Indemnified Party shall supply the Indemnifying Party with all material information and documents it has in its possession regarding such claim, together with all material information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, and shall provide reasonable access to the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the claim and asserted Loss as the Indemnifying Party shall reasonably request. The Indemnifying Party shall have a period of 30 calendar days after receipt by the right Indemnifying Party of such notice and such evidence to settle either (i) agree to the claim only with the consent payment of the IndemniteeLoss to the Indemnified Party or (ii) contest the payment of the Loss. If the Indemnifying Party does not agree to or contests the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the parties shall negotiate in good faith to seek a resolution of such dispute for a 30-day period and, if not resolved through negotiations, then such dispute will be resolved in accordance with Section 11.03 of this Agreement. If the Indemnifying Party agrees to the payment of the Loss within such 30-day period, then it shall, within 10 Business Days after such agreement, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIII. Payment shall be effected by wire transfer or transfers of immediately available funds from the Indemnifying Party to an account or accounts designated in writing by the applicable Indemnified Party to such Indemnifying Party.

Claims Procedure. Promptly after the receipt (a) If any Losses are asserted against or sought to be collected by a third party from, or indemnifiable Losses are otherwise incurred by, any indemnified party Person claiming indemnification under this Agreement (the “Indemnitee”) of notice of "Indemnified Party"), the commencement of any action or proceeding Indemnified Party shall with reasonable promptness provide to the party against whom such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party indemnification claims are asserted (the “"Indemnifying Party”") pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within not be obligated to indemnify the Indemnified Party with respect to any Losses if the Indemnified Party fails to notify the Indemnifying Party in accordance with the provisions of this Agreement in reasonably sufficient time so that the Indemnifying Party's ability to defend against the Losses is not prejudiced. The Indemnifying Party shall have thirty (30) days after from the personal delivery or receipt of such notice, but the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; Indemnifying Party to the Indemnified Party with respect to such Losses, and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses provided, however, that if any Indemnified Party is authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall ) and not be unreasonably withheld, be conclusive as prejudicial to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the Third party Losses; or any cross-complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of the IndemniteeIndemnifying Party.

Claims Procedure. Promptly An Indemnified Person shall, after obtaining knowledge thereof, promptly notify the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement Lessee of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto Claim as to which indemnification is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemniteesought; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result failure to give such -------- ------- notice shall not release the Lessee from any of money payments required to be reimbursed in full by such Indemnifying Party its obligations under this Article 8 Section 7.2, except to the extent that failure to give notice of any action, suit or if proceeding against such Indemnified Person shall have a conflict material adverse affect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by Lessee hereunder. The Lessee shall, after obtaining knowledge thereof, promptly notify each Indemnified Person of interest exists between Indemnitee and any indemnified Claim affecting such Person. Subject to the Indemnifying Partyprovisions of the following paragraph, the Indemnitee Lessee shall have the right at its sole cost and expense be entitled to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liabilitycontrol, and in cases where the Indemnifying Party shall have assumed the defenseassume full responsibility for, the Indemnitee shall have the right to participate in the defense of such asserted liability at claim or liability; provided that the Indemnitee’s own expenseLessee shall keep the Indemnified Person which -------- is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. In Notwithstanding any of the event that such Indemnifying Party foregoing to the contrary, the Lessee shall decline not be entitled to participate in or control and assume responsibility for the defense of such actionclaim or liability if (1) a Lease Event of Default shall have occurred and be continuing, prior to paying (2) such proceeding will involve any material danger of the sale, forfeiture or settling any claim against which such Indemnifying Party isloss of, or the creation of any Lien (other than any Lien permitted under the Operative Agreements or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit, (3) the amounts involved, in the good faith opinion of such Indemnified Person, are likely to have a materially adverse effect on the business of such Indemnified Person other than the ownership, leasing and financing of the Equipment, (4) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding or (5) such claim or liability involves the possibility of criminal sanctions or liability to such Indemnified Person. In the circumstances described in clauses (1) - (5), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may beparticipate in any proceeding controlled by the Lessee pursuant to this Section 7.2, obligated under this Article 8 at its own expense, in respect of any such proceeding as to which the Lessee shall have acknowledged in writing its obligation to indemnify an Indemniteethe Indemnified Person pursuant to this Section 7.2, and at the Indemnitee shall first supply expense of Lessee in respect of any such Indemnifying Party with a copy of a final court judgment or decree holding proceeding as to which the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party Lessee shall not relieve have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. Lessee may in any event participate in all such Indemnifying Party of any of proceedings at its indemnification obligations own cost. Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8Section 12, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 12, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty sixty (3060) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between STM or any of its subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartySection 12, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and his or its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 12 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 12, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified If a party (the “Indemnitee”"Indemnified Party") of notice of the commencement of is threatened in writing with any claim, or any claim is presented in writing to or any action or proceeding formally commenced against such Indemniteeparty, such Indemnitee shallwhich may give rise to the right of indemnification hereunder (a "Claim"), if a claim with respect thereto is or may be made against any indemnifying the Indemnified Party shall promptly give written notice thereof (specifying in reasonable detail the basis for the Claim and, to the extent known, the amount thereof) to the other party (the “"Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith"). The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defenseright, at its sole cost and expense, to participate, and, to the Indemnitee shall have extent the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or so desires, assume the defense of such action, prior Claim with counsel mutually satisfactory to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 the parties upon prompt notice to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Indemnified Party of any of its indemnification obligations contained in this Article 8, except where, and solely intent to the extent that, defend such failure actually and Materially prejudices the rights of such Indemnifying PartyClaim. If the Indemnified Party requests in writing that such Claim not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party is defending may settle a Claim which it has duly elected to contest without the claim as set forth aboveconsent of the Indemnified Party unless such settlement will have a material adverse effect upon the Indemnified Party, the Indemnifying Party in which case such Claim shall have the right to settle the claim be settled only with the consent of the Indemnitee.Indemnified Party. In the event that the Indemnified Party unreasonably declines to consent to such settlement, then the Indemnified Party shall have no right to indemnification beyond the amount of the proposed settlement. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including, without limitation, by making records available to the Indemnifying Party and its legal counsel and permitting interview, depositions and testimony at trial of the Indemnified Party's employees. The Indemnifying Party shall keep the Indemnified Party fully informed regarding the progress and status of any Claim. In the event the Indemnified Party fails to follow the claim procedure specified in this Section 8.3 with respect to a Claim by any third party against the Indemnified Party, such failure shall A-13

Claims Procedure. Promptly after the receipt by (a) All claims for indemnification under Section 13.1 or 13.2, or any indemnified party (the “Indemnitee”) other provision of notice of the commencement of any action or proceeding against such Indemniteethis Agreement except as otherwise expressly provided in this Agreement, such Indemnitee shall, if a claim with respect thereto is or may shall be made against any indemnifying party (the “Indemnifying Party”) asserted and resolved pursuant to this Article 8XIII. Any Person claiming indemnification hereunder referred to as the "Indemnified Party" and any Person against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." In the event that any Losses are asserted against or sought to be collected from an Indemnified Party by a third party, give such Indemnifying said Indemnified Party written notice of shall with reasonable promptness provide to the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewithClaim Notice. The failure to give such notice shall not relieve any Indemnifying Party of any shall be relieved of its indemnification obligations contained in this Article 8, except where, and solely to indemnify the Indemnified Party with respect to any such Losses only to the extent that, such failure actually and Materially prejudices the rights Indemnified Party's delay in notifying the Indemnifying Party thereof in accordance with the provisions of such this Agreement so prejudice the Indemnifying Party's ability to defend against the Losses. Such The Indemnifying Party shall have, upon request within thirty have twenty (3020) days after from the personal delivery or receipt of such notice, but the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not in any event after it disputes the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeIndemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Losses; provided, however, that if any Indemnified Party is hereby authorized prior to and during the Indemnitee determines Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result it shall deem necessary or appropriate to protect its interests or those of money payments required to be reimbursed in full by such the Indemnifying Party under this Article 8 or if a conflict (and of interest exists between Indemnitee which it shall have given notice and opportunity to comment to the Indemnifying Party, ) and not prejudicial to the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the claim as set forth aboveIndemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to settle defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control) any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim only with in question, in making any counterclaim against the Person asserting the third party Losses, or any cross complaint against any Person. No claim may be settled or otherwise compromised without the prior written consent of both the IndemniteeIndemnifying Party and the Indemnified Party.

Claims Procedure. Promptly after the receipt by (a) If any indemnified party Parent Indemnified Party or Seller Indemnified Party (the an “IndemniteeIndemnified Party”) of notice of the commencement becomes aware of any action fact, matter or proceeding against such Indemnitee, such Indemnitee shall, if circumstance that has given or may reasonably be expected to give rise to a claim with respect thereto for indemnification under this Article X, the Indemnified Party shall promptly notify the Equityholders’ Representative (if such notice is sent by a Parent Indemnified Party) or may Parent (if such notice is sent by a Seller Indemnified Party) (such party to be made against any indemnifying party (notified hereunder, the “Indemnifying Party”) pursuant to in writing of any claim (such notice, a “Claim Notice”) in respect of which indemnity may be sought under this Article 8X, that the applicable Indemnified Party has determined has given or could reasonably give such Indemnifying rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third Party written notice of Claim”)), setting out (i) the commencement of such action or proceeding and give such Indemnifying Party a copy of provisions under this Agreement on which such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8is based, except where, and solely (ii) to the extent thatreasonably ascertainable, its estimate of the amount of Losses which are, or are to be, the subject of the claim and (iii) such failure actually other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the claim, and Materially prejudices the rights Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such Indemnifying Party. Such Indemnifying Party shall havefacts, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement matters or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemniteecircumstances; provided, however, that if any failure or delay in providing such Claim Notice shall not release the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party from any of its obligations under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, X except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteeadversely affected or prejudiced by such failure or delay.

Claims Procedure. Promptly after If any action is commenced against an Indemnified Party by reason of, arising out of or in connection with any Loss relating to an Indemnified Claim, or if the receipt by Buyer receives notice or becomes aware of any indemnified party such Indemnified Claim, then the Indemnified Party, upon being served with process, or the Buyer upon receiving notice or becoming aware of such Indemnified Claim, shall give written notice ("Indemnification Notice") to the “Indemnitee”) of notice Seller Shareholder of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement institution of such action or proceeding and give such Indemnifying Party a copy of the notice received or knowledge acquired of such claim and/or process and all legal pleadings in connection therewith. The failure such action (and with respect to give such notice Indemnified Claim) Seller Shareholder shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely have the obligation to defend the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, same at its own Seller Shareholder's expense and by its own counsel reasonably acceptable to Buyer, and to pay any judgment entered therein, but the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee Buyer and the Indemnifying Party, the Indemnitee Indemnified Parties shall have the right right, at their option and expense, to defendparticipate in any such action or suit with counsel of their own selection. If Seller Shareholder shall fail to timely or adequately defend any such action or claim on behalf of the Indemnified Parties, compromise then the attorneys' fees and legal costs of the Indemnified Parties in defending such action or settle such claim shall be fully included as part of the Loss to be indemnified. If any garnishment, levy, attachment, execution or suit; andother lien reaches, providedgarnishees, furtherencumbers or attaches any of the assets, that such settlement property or compromise shall not, unless consented to in writing business of an Indemnified Party by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense againstvirtue of, or compromise as a part of, any such asserted liabilitysuit or proceeding concerning any Indemnified Claim, then Seller Shareholder, at its expense, shall be obligated to immediately post whatever bond is required, and in cases where do whatever else is required, to expeditiously release the Indemnifying Party shall have assumed the defenseproperty, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms assets and conditions business of the settlement Indemnified Parties from any such levy, attachment, execution, lien, garnishment or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteeencumbrance.

Claims Procedure. Promptly after In the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement case of any action or proceeding against such IndemniteeLosses asserted by an Indemnified Party under this Article XXII , such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (Indemnified Party shall give prompt written notice thereof to the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request event within no less than thirty (30) days after receipt the Indemnified Party becomes aware of such noticeLoss; provided , that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its sole expense, acting through counsel selected by it (and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the Losses) the negotiation, litigation or settlement of any such Losses. Such Indemnified Party may (but shall not in any event after the settlement or compromise of such claim, the right to defend, be obligated to) participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in reasonably informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the Tenant’s right to participate in the defense of such asserted liability at the Indemniteepursue Tax Challenges and Permitted Tenant Contests and Landlord’s own expense. In the event that such Indemnifying Party shall decline right to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Landlord Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Tenant is the Indemnifying Party, a Level I Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a Xxxxx 0 Xxxxxxxx Xxxxxxx has occurred and is continuing, (b) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly after the receipt All claims for indemnification by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding an Indemnified Party against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “an Indemnifying Party”) Party pursuant to this Article 8, give such Indemnifying Party written notice 8 shall be asserted and resolved as set forth in this Section 8.4. The indemnification provisions contained in Section 2.10 shall not be governed by any of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations provisions contained in this Article 8. As soon as reasonably practicable after becoming aware of a claim for indemnification under this Agreement (including the assertion of any claim, except whereor the commencement of any suit, and solely to the extent thataction or proceeding, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying by any Person not a party hereto for which indemnity may be sought under this Agreement), an Indemnified Party shall havepromptly, upon request within thirty (30) but in no event more than 30 days after receipt of such notice, but not in any event after the settlement or compromise Indemnified Party becomes aware of such claim, notify the right to defend, at its own expense Indemnifying Party of such claim and by its own counsel reasonably acceptable the amount or the estimated amount thereof to the Indemnitee, any such matter involving the asserted liability extent then feasible (which estimate shall not be conclusive of the Indemniteefinal amount of such claim) (the "Claim Notice"); provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result right of money payments required an Indemnified Party to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which indemnified hereunder shall not be unreasonably withheld, be conclusive as adversely affected by such party's failure to the liability of give such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liabilityClaim Notice unless, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely then only to the extent that, such failure actually an Indemnifying Party is prejudiced thereby; and Materially prejudices provided further, that notwithstanding the rights provisions of such Section 2.13, Insituform shall send a copy of any notice under this Section to any Xxxxxx/Tracks Shareholder who would be an Indemnifying Party. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim and (ii) if such claim involves a third party claim, whether or not the Indemnifying Party desires to defend the Indemnified Party against such claim. If the Indemnifying Party is defending does not dispute its liability for such claim in writing within the claim Notice Period, then the Indemnified Party shall be entitled to recover immediately (or as set forth above, soon as known) from the Indemnifying Party the amount of such claim; provided, however, if the Indemnifying Party agrees that it has an indemnification obligation, but disputes the amount of its obligation, then the Indemnified Party shall have be entitled to recover immediately (or as soon as known) from the right Indemnifying Party the amount not in dispute, without prejudice to settle the Indemnified Party's claim only for the amount in dispute. Any dispute shall be resolved in accordance with the consent of the Indemniteedispute resolution procedures generally applicable to this Agreement.

Claims Procedure. Promptly after the receipt by any indemnified party Each Party (the “Indemnitee”"Indemnified Party") of notice will promptly notify the other Party (the "Indemnifying Party") of the commencement of any action or proceeding against an MSN Indemnified Person or StarBand Indemnified Person, as the case may be, in respect of an Indemnifiable Claim for which indemnification is sought, provided that failure of such IndemniteeIndemnified Party to provide such notice will not release the Indemnifying Party from any of its obligations to indemnify hereunder except to the extent such failure materially impairs the rights of the Indemnifying Party to insurance or indemnity covering the Indemnifying Party's indemnity obligation hereunder or otherwise materially increases the Indemnifying Party's indemnity obligation. An Indemnifying Party will have the right, such Indemnitee shallat its expense, to investigate an Indemnifiable Claim for which indemnification is sought hereunder and, if such Indemnifying Party acknowledges full responsibility to indemnify therefore, will have the right to defend such Indemnifiable Claim, employing counsel reasonably acceptable to the Indemnified Party, provided that (a) no Indemnifying Party will be entitled to defend any such Indemnifiable Claim if the Indemnifiable Claim or Indemnifying Party's defense thereof could give rise to criminal liability for the Indemnified Party and (b) the Indemnified Party will be entitled to jointly control its own defense in any proceeding that has a claim material adverse effect on the Indemnified Party's business in the jurisdiction of such proceeding. An Indemnified Party may participate (at its own expense and with respect thereto is its own counsel) in any proceeding controlled by an Indemnifying Party, pursuant to the foregoing, and MSN will be entitled to approve any settlement that adversely affects the Work, the Service, the CPE, any Deliverable Item, any Technology or may any component thereof. Payments required to be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give Section 16.2 will be made directly to such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings indemnified person in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request immediately available funds within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where written demand upon the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of by such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Indemnified Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding proceeding, including a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party, it being understood that notices of claims in respect of a breach of a representation and warranty must be delivered prior to the expiration of any applicable survival period specified in Section 8.1 for such representation and warranty. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee, which shall not be unreasonably withheld; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its Affiliates by the claimant and imposes no Material restrictions on the future activities of the Indemnitee and its Affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement and shall have no further liability to Indemnitee with respect to such claim. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after written notice and consultation with, but without the prior approval of, any Indemnifying Party, provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly In respect of any third-party claims for which indemnification is sought hereunder, promptly after the receipt by any indemnified party (the “Indemnitee”"INDEMNITEE") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”"INDEMNIFYING PARTY") pursuant to this Article 8Section, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 7, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 7, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; PROVIDED, HOWEVER, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; PROVIDED, HOWEVER, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its Affiliates by the claimant and imposes no Material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party, provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly after (a) In the receipt event that any Claim or demand for which any party would be liable to an Indemnified Party under this Agreement is asserted against or sought to be collected by any indemnified party a third party, the Indemnified Party shall promptly notify the Indemnifying Party of such claim or demand, specifying the nature of such Claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “IndemniteeClaim Notice”) of notice ). The Indemnifying Party shall have ten days from its receipt of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party Claim Notice (the “Indemnifying PartyNotice Period”) pursuant to this Article 8, give such notify the Indemnified Party (i) whether or not the Indemnifying Party written notice of disputes its liability to the commencement of such action or proceeding and give such Indemnifying Indemnified Party a copy of hereunder with respect to such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except whereor demand, and solely to the extent that(ii) if it does not dispute such liability, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but whether or not in any event after the settlement or compromise of such claim, the right to defendit desires, at its own expense sole cost and by its own counsel reasonably acceptable expense, to defend the Indemnitee, any Indemnified Party against such matter involving the asserted liability of the Indemniteeclaim or demand; provided, however, that if the Indemnitee determines Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required it shall deem necessary or appropriate to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suitprotect its interests; and, provided, provided further, that such settlement or compromise the Indemnified Party shall not, unless consented use its reasonable efforts to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where provide the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right with notice of any such filing and an opportunity to participate in the defense of such asserted liability at the Indemnitee’s own expensecomment thereon. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend against such claim or demand, then except as set forth abovehereinafter provided, the Indemnifying Party shall have the right to settle defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion as the claim only with the consent of the IndemniteeIndemnifying Party deems necessary or advisable. If an Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense.

Claims Procedure. Promptly after The Indemnified Party shall promptly notify the receipt by Indemnifying Party in writing of any indemnified party (Indemnified Claim or Additional Indemnified Claim, specifying the “Indemnitee”) of notice nature of the commencement action and the total monetary amount sought or other such relief as is. sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s expense in all reasonable respects in connection with the defense of any action such Indemnified Claim or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Additional Indemnified Claim. The Indemnifying Party may upon written notice of to the commencement of such action Indemnified Party undertake to control and conduct all proceedings or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings negotiations in connection therewith, assume and control the defense of such Indemnified Claims or Additional Indemnified Claims, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such Indemnified Claim or Additional Indemnified Claim, including the employment of counsel which shall be reasonably satisfactory to the Indemnified Party, and payment of all reasonably incurred expenses. Notwithstanding the foregoing, the Indemnified Party has the right to employ separate counsel to provide input to the defense, at the Indemnified Party’s own cost. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, reimburse the Indemnified Party upon request within thirty (30) days after receipt of such notice, but not in demand for any event payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to CONFIDENTIAL TREATMENT REQUESTED a bona fide compromise or settlement of Indemnified Claims or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Additional Indemnified Claims. The Indemnifying Party shall not settle any Indemnified Claim or Additional Indemnified Claim under this Article 8 or if a conflict of interest exists between Indemnitee and Section 14.3 on the Indemnifying Indemnified Party, ’s behalf without first obtaining the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Indemnified Party’s written permission, which permission shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed indemnify and hold the defenseIndemnified Party harmless from and against any costs, damages and fees reasonably incurred by the Indemnitee shall have the right Indemnified Party, including fees of attorneys and other professionals, that are attributable to participate in the defense of such asserted liability at the Indemnitee’s own expenseIndemnified Claims or Additional Indemnified Claims. In the event that such The Indemnifying Party shall decline not be responsible for any indemnification obligations arising hereunder pursuant to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of any settlement of an Indemnified Claim or Additional Indemnified Claim by the Indemnified Party unless such settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or was approved by the terms and conditions of a settlement or compromise to such Indemnifying Party Party, which approval shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteebe unreasonably withheld.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”a) of notice of the commencement of any action or proceeding against such IndemniteePromptly, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall but not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within later than thirty (30) days after receipt an Indemnified Party becomes aware of such notice, but not in any event after the settlement or compromise circumstance in respect of which indemnity will be sought as provided under this ARTICLE IX (that does not involve a Third Party Claim (which is addressed above)), such claimIndemnified Party shall notify, by way of a letter signed by such Indemnified Party (a “Claim Notice”), the right to defend, at its own expense and by its own counsel reasonably acceptable Securityholder Representative on behalf of the Indemnifying Parties or the specific Indemnifying Party (in the case of an Indemnification Obligation against an individual Indemnifying Party) with a copy to the IndemniteeEscrow Agent (if applicable), any such matter involving the asserted liability of the Indemnitee; providedclaim or Action, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partystating: (A) when known, the Indemnitee shall have facts constituting the right to defend, compromise or settle basis of such claim or suitAction, in reasonable detail (including any supporting documentation, if applicable or available); and(B) the Damages to be paid or incurred if known and quantifiable; and (C) the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made. The Indemnified Parties shall afford the Securityholder Representative and its designated representatives and advisors such additional information, provideddocuments and material as are reasonably necessary to allow the Securityholder Representative to properly consider, furtherevaluate, respond and discuss with the Indemnified Parties the claim for indemnification; provided that any failure to provide such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as notice to the liability Securityholder Representative within such period will not relieve the Indemnifying Parties of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, obligation or compromise of, any such asserted liability, except and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely only to the extent that, such failure actually and Materially prejudices that the rights of such Indemnifying Party. If the Indemnifying Party is defending Parties have been materially prejudiced by such failure to provide such notice to the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the IndemniteeSecurityholder Representative within such period.

Claims Procedure. Promptly after the receipt by any indemnified If a party (the “IndemniteeIndemnified Party”) of notice of the commencement of is threatened in writing with any claim, or any claim is presented in writing to or any action or proceeding formally commenced against such Indemniteeparty, such Indemnitee shallwhich may give rise to the right of indemnification hereunder (a “Claim”), if a claim with respect thereto is or may be made against any indemnifying the Indemnified Party shall promptly give written notice thereof (specifying in reasonable detail the basis for the Claim and, to the extent known, the amount thereof) to the other party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith). The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defenseright, at its sole cost and expense, to participate, and, to the Indemnitee shall have extent the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or so desires, assume the defense of such action, prior Claim with counsel mutually satisfactory to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 the parties upon prompt notice to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Indemnified Party of any of its indemnification obligations contained in this Article 8, except where, and solely intent to the extent that, defend such failure actually and Materially prejudices the rights of such Indemnifying PartyClaim. If the Indemnified Party requests in writing that such Claim not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party is defending may settle a Claim which it has duly elected to contest without the claim as set forth aboveconsent of the Indemnified Party unless such settlement will have a material adverse effect upon the Indemnified Party, the Indemnifying Party in which case such Claim shall have the right to settle the claim be settled only with the consent of the IndemniteeIndemnified Party. In the event that the Indemnified Party unreasonably declines to consent to such settlement, then the Indemnified Party shall have no right to indemnification beyond the amount of the proposed settlement. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including, without limitation, by making records available to the Indemnifying Party and its legal counsel and permitting interviews, depositions and testimony at trial of the Indemnified Party’s employees. The Indemnifying Party shall keep the Indemnified Party fully informed regarding the progress and status of any Claim. In the event the Indemnified Party fails to follow the claim procedure specified in this Section 7.3 with respect to a Claim by any third party against the Indemnified Party, such failure shall not relieve the Indemnifying Party from liability hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) Indemnified Party of notice of of, or threat of, the commencement of any action or proceeding against such IndemniteeIndemnified Party, such Indemnitee Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8XII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8XII, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, have the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the IndemniteeIndemnified Party, any such matter involving the asserted liability of the IndemniteeIndemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted liability at the Indemnified Party’s own expense. In any event, the Indemnified Party, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnified Party shall have the right to participate in the defense of such asserted liability at the Indemnified Party’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, in accordance with the provisions hereof, or if the Indemnifying Party discontinues the diligent and timely conduct thereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnitee determines that there is a reasonable probability that Indemnified Party shall fail to consent to the settlement of such a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, which settlement (i) the Indemnitee claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnified Party and by the claimant and imposes no restrictions on the future activities of the Indemnified Party and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the right to defendsettle or compromise any claim against it after consultation with, compromise or settle such claim or suit; andbut without the prior approval of, any Indemnifying Party, provided, furtherhowever, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Indemnified Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”"INDEMNITEE") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”"INDEMNIFYING PARTY") pursuant to this Article 8Section 5, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 5, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 Section 5 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 5 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 5, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8Section 11, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 11, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty sixty (3060) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right (but not the duty) to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between such Indemnitee or any of its subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartySection 11, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and his or its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 11 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s 's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of his or its indemnification obligations contained in this Article 8Section 11, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, however, that if the Indemnitee shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified If a party (the “Indemnitee”"Indemnified Party") of notice of the commencement of is threatened in writing with any claim, or any claim is presented in writing to or any action or proceeding formally commenced against such Indemniteeparty, such Indemnitee shallwhich may give rise to the right of indemnification hereunder (a "Claim"), if a claim with respect thereto is or may be made against any indemnifying the Indemnified Party shall promptly give written notice thereof (specifying in reasonable detail the basis for the Claim and, to the extent known, the amount thereof) to the other party (the “"Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith"). The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defenseright, at its sole cost and expense, to participate, and, to the Indemnitee shall have extent the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or so desires, assume the defense of such action, prior Claim with counsel mutually satisfactory to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 the parties upon prompt notice to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Indemnified Party of any of its indemnification obligations contained in this Article 8, except where, and solely intent to the extent that, defend such failure actually and Materially prejudices the rights of such Indemnifying PartyClaim. If the Indemnified Party requests in writing that such Claim not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party is defending may settle a Claim which it has duly elected to contest without the claim as set forth aboveconsent of the Indemnified Party unless such settlement will have a material adverse effect upon the Indemnified Party, the Indemnifying Party in which case such Claim shall have the right to settle the claim be settled only with the consent of the IndemniteeIndemnified Party. In the event that the Indemnified Party unreasonably declines to consent to such settlement, then the Indemnified Party shall have no right to indemnification beyond the amount of the proposed settlement. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including, without limitation, by making records available to the Indemnifying Party and its legal counsel and permitting interviews, depositions and testimony at trial of the Indemnified Party's employees. The Indemnifying Party shall keep the Indemnified Party fully informed regarding the progress and status of any Claim. In the event the Indemnified Party fails to follow the claim procedure specified in this Section 12.3 with respect to a Claim by any third party against the Indemnified Party, such failure shall not relieve the Indemnifying Party from liability hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

Claims Procedure. Promptly In the case of any Losses asserted by an Indemnified Party under this Article XXI, such Indemnified Party shall give prompt notice thereof to the Indemnifying Party and in any event within no less than sixty (60) days after the receipt Indemnified Party receives notice of such assertion; provided, that failure to so notify the Indemnifying Party shall not reduce the Indemnifying Party’s obligations to indemnify any Indemnified Party hereunder except to the extent such failure adversely affects the Indemnifying Party’s rights, or materially compromises such Indemnifying Party’s ability, to defend such Losses or results in additional liability on such Indemnifying Party’s part. The Indemnifying Party shall be entitled, at its expense, acting through counsel selected by any indemnified party it (the “Indemnitee”) of and reasonably satisfactory to such Indemnified Party), to participate in or to assume and control (if it promptly so elects upon notice of the commencement Losses) the negotiation, litigation or settlement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or Losses. Such Indemnified Party may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice but shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30be obligated to) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, participate at its own expense and by with its own counsel reasonably acceptable to in any proceeding conducted by the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and in accordance with the foregoing, in which case the Indemnifying Party, the Indemnitee Party shall have the right to defend, compromise or settle keep such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in fully informed of all proceedings and filings. Notwithstanding the defense againstforegoing, or compromise of, any such asserted liability, but subject to Article XI and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right of Tenant to participate in pursue Tax Challenges and Permitted Tenant Contests and the defense right of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline Landlord to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth abovepursue Permitted Landlord Contests, the Indemnifying Party shall have not be entitled to assume and control the right defense of any Losses if (a) Tenant is the Indemnifying Party, a Level 1 Tenant Default has occurred and is continuing, or, if Landlord is the Indemnifying Party, a Lxxxx 0 Xxxxxxxx Xxxxxxx has occurred and is continuing, (b) the proceeding involves the possible imposition of any criminal liability or penalty or unindemnified civil penalty on the Indemnified Party, or (c) the proceeding involves the granting of injunctive relief against the Indemnified Party not related to settle the claim only with the consent of the Indemniteethis Lease.

Claims Procedure. Promptly In the event that any claim is asserted or demand is made by a third party against any party entitled to indemnification pursuant to the terms of this Agreement (each such party, an "Indemnified Party") or any Indemnified Party otherwise incurs any Losses for which it is entitled to indemnification hereunder, such Indemnified Party shall give notice to each other party that is required to indemnify such Indemnified Party hereunder (each such party, an "Indemnifying Party") promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement such Indemnified Party has knowledge of any action such demand, claim or proceeding against Loss (each such Indemniteeclaim or Loss, a "Claim") and the Indemnifying Party or Parties shall be entitled to assume the defense of any Claim, whether or not such Indemnitee shallClaim is the subject of any litigation, if arbitration or administrative proceedings (each Claim which is the subject of any litigation, arbitration or administrative proceeding, a claim "Litigation"), and which defense shall include negotiations and settlement with respect thereto is or may be made against to any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeClaim; provided, however, that if (a) any counsel that conducts the Indemnitee determines defense of any Claim shall be reasonably satisfactory to the Indemnified Party or Parties, and the Indemnified Party or Parties may participate in such defense, but only at the expense of such Indemnified Party or Parties and without any indemnification pursuant to this Article VII for such participation, and (b) the failure by any Indemnified Party to give notice of the Claim or to give such notice on a timely basis shall not relieve the Indemnifying Party or Parties of their respective obligations under this Agreement, except to the extent that there is a reasonable probability that a claim may Materially any Indemnifying Party or Parties does not receive notice of such Claim and adversely affect it, other than solely suffers damage as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemniteethereof. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of any Claim, no Indemnifying Party shall, except with the consent of the Indemnified Party or Parties, (i) consent to entry of any judgment or enter into any settlement agreement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such asserted Indemnified Party or Parties a release from all further liability at with respect to such Claim, or (ii) pursue any defense strategy with respect to such Claim that an Indemnified Party believes, in good faith and in the Indemnitee’s own expenseexercise of its commercially reasonable business judgment, might be expected to affect adversely such Indemnified Party's liability with respect to any Taxes or the ability to conduct its business. In the event that such any Indemnified Party determines in good faith in the exercise of its commercially reasonable business judgment that any proposed settlement of any Claim by any Indemnifying Party shall decline or Parties might be expected to participate in or assume the defense of affect adversely such action, prior Indemnified Party's liability with respect to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree Taxes or the terms and conditions of a settlement or compromise ability to such Indemnifying Party shall not relieve such Indemnifying Party of any of conduct its indemnification obligations contained in this Article 8, except where, and solely to the extent thatbusiness, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Indemnified Party shall have the right to settle the claim only with the consent take over and assume control of the Indemniteedefense of any Claim or the conduct of any Litigation or any negotiations relating to any Claim or Litigation at the sole cost and expense of the Indemnifying Party or Parties, provided that if an Indemnified Party takes over and assumes control of such defense, Claim, Litigation or negotiations for such Indemnified Party, the amount that such Indemnifying Party is required to pay pursuant to the indemnification provisions hereof shall be limited to the amount for which such Indemnifying Party is able to demonstrate that it could have settled such Claim or Litigation immediately prior to the assumption. In the event that the Indemnifying Party does not, or (if there is more than one Indemnifying Party) the Indemnifying Parties do not, assume control of any such defense, Claim, Litigation or negotiations as provided above, each of the Indemnified Parties shall have the right to defend against any Claim (including any Litigation) or to participate in any negotiations in respect thereof, and shall be entitled to settle such Claim or agree to pay the amount thereof in full in its (or their) reasonable judgment. In the event of the making, against any party hereto, of any Claim that is subject to indemnification hereunder, each of Seller, MZCG, Glade, HMG and Buyer shall cooperate in the defense thereof, subject to the terms of this Article VII, and shall make its records available to the other parties for the purpose of the defense of any such Claim.

Claims Procedure. Promptly after An Indemnitee shall promptly notify the receipt by Grantors of any indemnified party (Claim as to which indemnification is sought. Such Indemnitee shall promptly submit to the “Grantors all additional information in such Indemnitee”) of notice ’s possession to substantiate such Claim as the Grantors reasonably request. Subject to the rights of the commencement of Grantors’ insurers, the applicable Grantor may, at its sole cost and expense, investigate any action Claim, and may in its sole discretion defend or proceeding against such compromise any Claim. The applicable Grantor shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as such Grantor has agreed in a writing acceptable to such Indemnitee shallthat such Grantor is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), if in any judicial or administrative proceeding that involves solely a claim with respect thereto for one or more Claims, to assume responsibility for and control thereof, (B) so long as such Grantor has agreed in a writing [Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement] acceptable to such Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or may be made against any indemnifying party (administrative proceeding involving a claim for one or more Claims and other claims related or unrelated to the “Indemnifying Party”) pursuant transactions contemplated by the Loan Documents, to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding assume responsibility for and give such Indemnifying Party a copy control of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely for Claims to the extent thatthat the same may be and is severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such failure actually and Materially prejudices Indemnitee with respect to judicial proceedings subject to the rights control of such Indemnifying PartyIndemnitee. Such Indemnifying Party Notwithstanding any of the foregoing to the contrary, the Grantors shall havenot be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while an Event of Default exists, upon request within thirty (30ii) days after receipt if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Collateral Lien) on any Aircraft, Airframe, Engine, Spare Engine, Pledged Spare Part, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith opinion of such noticeIndemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary, but not and, in any event after such proceeding, the settlement or compromise Grantors shall be liable for the cost of such claim, proceeding and (subject to the right to defend, provisions of Section 6.11(d)) any Claim resulting therefrom. The affected Indemnitee may participate at its own expense and by with its own counsel reasonably acceptable in any judicial proceeding controlled by a Grantor pursuant to the Indemniteepreceding provisions. At the Grantors’ expense, any such matter involving the asserted liability Indemnitee shall cooperate with all reasonable requests of the Indemnitee; providedGrantors in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Grantors, howeverwhich consent shall not be unreasonably withheld or delayed, that if the unless such Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required waives its right to be reimbursed indemnified with respect to such Claim. Where a Grantor or its insurers undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in full connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of a Grantor or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by a Grantor pursuant to the preceding provisions; provided that such Indemnifying Party party’s participation does not, in the Opinion of Counsel appointed by a Grantor or its insurers to conduct such proceedings, interfere with such control. Such participation shall not constitute a waiver of the indemnification provided in this Section 6.11. Notwithstanding anything to the contrary contained herein, the Grantors shall not under this Article 8 or if any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one Claim unless a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle exist among such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the IndemniteeIndemnitees.

Claims Procedure. Promptly after the receipt Except with respect to Third Party Claims covered by Section 9.04, any indemnified party (the “Indemnitee”) of notice of the commencement of any action Purchaser Indemnified Party or proceeding against such Indemnitee, such Indemnitee shall, if Seller Indemnified Party who wishes to make a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) for indemnification for a Loss pursuant to this Article 8, IX (an "Indemnified Party") shall give such Indemnifying Party written notice to each Person from whom indemnification is being claimed (an "Indemnifying Party") within 30 days after it acquires knowledge of the commencement of such action fact, event or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely circumstances giving rise to the extent that, such failure actually and Materially prejudices claim for the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeLoss; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IX as a result of money payments required any failure to be reimbursed in full by provide timely notice of the existence of such claim for a Loss to the Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee except and only to the extent that the Indemnifying Party, the Indemnitee shall have the right to defend, compromise Party has been materially damaged or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive prejudiced as to the liability a result of such delay. The Indemnified Party shall supply the Indemnifying Party with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Loss it asserts it has sustained or incurred, and will permit the Indemnifying Party to inspect such other records and books in the Indemnitee. In any event, possession of the Indemnitee, such Indemnifying Indemnified Party and its counsel shall cooperate in relating to the defense against, or compromise of, any such claim and asserted liability, and in cases where Loss as the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expensereasonably request. In the event that such The Indemnifying Party shall decline to participate in or assume have a period of 30 days after receipt by the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, such notice and solely such evidence to either (i) agree to the extent that, such failure actually and Materially prejudices payment of the rights Loss to the Indemnified Party or (ii) contest the payment of such Indemnifying Partythe Loss. If the Indemnifying Party is defending does not agree to or contests the claim as set forth abovepayment of the Loss within such 30 day period, the Indemnifying Party shall be deemed not to have accepted the right Loss and the parties shall negotiate in good faith to settle seek a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with Section 11.04 of this Agreement. If the claim only with Indemnifying Party agrees to the consent payment of the IndemniteeLoss within such 30 day period, it shall, within 10 Business Days after such agreement, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article IX.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) Indemnified Party of notice of of, or threat of, the commencement of any action or proceeding against such IndemniteeIndemnified Party, such Indemnitee Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8VIII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8VIII, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Except as provided in Section 8.5(a), such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, have the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the IndemniteeIndemnified Party, any such matter involving the asserted liability of the IndemniteeIndemnified Party; provided, however, that the Indemnified Party shall have the right to participate in the defense or such asserted liability at the Indemnified Party’s own expense. In any event, the Indemnified Party, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnified Party shall have the right to participate in the defense of such asserted liability at the Indemnified Party’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, in accordance with the provisions hereof, or if the Indemnifying Party discontinues the diligent and timely conduct thereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the Indemnified Party; provided, however, that if the Indemnitee determines that there is a reasonable probability that Indemnified Party shall fail to consent to the settlement of such a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, which settlement (i) the Indemnitee claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnified Party and by the claimant and imposes no restrictions on the future activities of the Indemnified Party and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the right to defendsettle or compromise any claim against it after consultation with, compromise or settle such claim or suit; andbut without the prior approval of, any Indemnifying Party, provided, furtherhowever, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Indemnified Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8V, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8V, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between TriZetto or any of its Subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartyV, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall should not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.the

Claims Procedure. Promptly after the receipt by any indemnified Any party (the “Indemnitee”"Indemnified Party") may assert a claim (a "Claim") against the other party (the "Indemnifying Party") with respect to any matter which it believes is subject to indemnification pursuant to this Agreement by giving written notice (a "Claim Notice") to the Indemnifying Party. The Claim Notice shall be given by the Indemnified Party promptly, but in no event later than 10 days before a responsive pleading is required to be filed in a third party action or otherwise no later than 30 days, after (i) it has knowledge of notice of a Claim under this Agreement or (ii) the commencement of any action or legal proceeding against such IndemniteeIndemnified Party, whichever occurs first. The Claim Notice shall state the basis for the Claim and the dollar amount thereof and shall be accompanied by any documents or information relevant thereto. The party receiving the Claim Notice shall have 45 days (or such Indemnitee shallshorter period of time as is reasonable when the Indemnified Party must respond to a pleading filed by a third party or any other type of "Third Party Claim" (defined in Section 11.8)) after receipt within which to pay the amount thereof to the Indemnified Party or to discharge such liability, if a claim with respect thereto is or may be made against any indemnifying party otherwise to respond to the Claim Notice (the “Indemnifying Party”"Response Period"). If the party does not pay the amount set forth in the Claim, discharge such liability or respond to the Claim Notice within the Response Period, the party bringing the Claim may institute arbitration (as required by Section 11.9) pursuant to this Article 8or, give such Indemnifying Party written notice in the case of PJAM, may offset the amount of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability Claim against payment of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying PartyContingent Amount. If the Indemnifying Party is defending does not pay or discharge the claim as set forth aboveIndemnified Liability, but otherwise responds to the Claim Notice within the Response Period, except for a Third Party Claim, the Indemnifying Party parties shall have in good faith attempt to resolve the right to settle Claim short of arbitration or litigation during the claim only with 45 days following the consent expiration of the IndemniteeResponse Period. If the parties are unable to resolve the dispute within such 45 day period, then and only then may the party bringing the Claim institute arbitration or litigation.

Claims Procedure. Promptly after the receipt by any indemnified If a party hereto seeks indemnification under this Section 10, such party (the “IndemniteeIndemnified Party”) of shall promptly give written notice of to the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying other party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party after receiving written notice of any action, lawsuit, proceeding, investigation, or other claim against it (if by a third party) or discovering the commencement of such action Liability, obligation, or proceeding and give such Indemnifying Party a copy of facts giving rise to such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8for indemnification, except where, and solely to describing the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defendamount thereof (if known and quantifiable), at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, basis thereof; provided that the Indemnitee shall have the right failure to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have assumed prejudiced the defenseIndemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 10, the Indemnitee Indemnified Party shall have promptly notify the right Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of such asserted liability action, lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party’s claim for indemnification at the IndemniteeIndemnifying Party’s own expense. In expense and option (subject to the event that such Indemnifying Party limitations set forth below) shall decline be entitled to participate in or assume the defense control and appoint lead counsel of such actiondefense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, prior as a condition precedent to paying or settling any claim against which the Indemnifying Party’s right to assume control of such Indemnifying Party isdefense, or may be, obligated under this Article 8 it must first agree in writing to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on be fully responsible for all Liability relating to such claim or, failing such judgment or decree, and to provide full indemnification to the terms and conditions of the settlement or compromise of Indemnified Party for all Liability relating to such claim. An Indemnitee’s failure to supply such final court judgment or decree or ; and provided further that the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (each, an “Indemnified Party Controlled Proceeding”) (a) involves a claim to which the Indemnified Party reasonably believes could be detrimental to or injure the Indemnified Party’s reputation, customer or supplier relations or future business prospects, (b) seeks non-monetary relied (except where non-monetary relief is merely incidental to a primary claim or claims of any of its indemnification obligations contained monetary damages), (c) involves criminal allegations, (d) is one in this Article 8, except where, which the Indemnifying Party is also a party and solely joint representation would be inappropriate or there may be legal defenses available to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party, or (e) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Indemnifying Party is defending permitted to assume and control the claim as set forth abovedefense and elects to do so, the Indemnifying Indemnified Party shall have the right to settle employ counsel separate from counsel employed by the claim only with Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless the employment thereof has been specifically authorized by the Indemnifying Party in writing. If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the IndemniteeIndemnified Party (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim unless (a) there is no finding or admission of any violation of law or any violation of the rights of any person or entity and no effect on any other claims that may be made against the Indemnified Party and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Claims Procedure. Promptly after (a) In the receipt event that Buyer has made a determination that a Buyer Indemnified Party may have a right to indemnification under this ARTICLE VIII (other than a Third-Party Claim covered by any indemnified party Section 8.3(c) below), then Buyer (on behalf of such Buyer Indemnified Party) shall deliver to the Seller Representative a certificate (a “Claim Certificate”) (i) stating that a Buyer Indemnified Party has suffered or incurred, or reasonably anticipates that it may suffer or incur, Losses, and (ii) specifying in reasonable detail the basis for the claim(s), as well as the Losses relating thereto (which, if not determinable at such time, may be a reasonable good faith estimate thereof) (the aggregate amount of such Losses in a Claim Certificate being referred to as the “IndemniteeClaimed Amount”) of notice ). Following delivery of the commencement of any action or proceeding against such IndemniteeClaim Certificate to the Seller Representative, such Indemnitee shallthe Buyer shall give the Seller Representative (and the financial, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice accounting and legal advisors of the commencement Seller Representative) reasonable access to (1) physical and electronic books and records of such action or proceeding the Company related to the matters that are the subject of the Claim Certificate, and give such Indemnifying Party a copy (2) the individuals who were responsible prior to the Closing for the matters that are the subject of such claim and/or process and all legal pleadings in connection therewiththe Claim Certificate. The failure to give such notice Seller Representative shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within have thirty (30) days after receipt of a Claim Certificate (the “Objection Period”) to deliver to Buyer a certificate (an “Objection Certificate”), pursuant to which the Seller Representative shall, on behalf of the Indemnifying Parties: (A) agree that Buyer Indemnified Party is entitled to receive all of the Claimed Amount (in which case, Buyer shall deduct from the Holdback Amount an amount equal to the Claimed Amount or the applicable portion thereof as determined by Buyer, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Buyer an amount equal to the product of (x) such noticeIndemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount), (B) agree that Buyer Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in any event after which case, Buyer shall deduct from the settlement Holdback Amount an amount equal to the Agreed Amount or compromise of such claimthe applicable portion thereof as determined by Buyer, and, if in whole or in part against the Indemnifying Parties, the right Indemnifying Parties shall promptly cause to defend, at its own expense and by its own counsel reasonably acceptable be paid to Buyer an amount equal to the Indemnitee, any such matter involving the asserted liability product of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by (x) such Indemnifying Party’s Pro Rata Portion, which shall not be unreasonably withheldmultiplied by (y) the Agreed Amount), be conclusive as or (C) contest that Buyer Indemnified Party is entitled to receive any of the Claimed Amount and specify, in reasonable detail, any objections to the liability claims in such Claim Certificate or the Claimed Amount. If the Seller Representative fails to deliver an Objection Certificate within the Objection Period, then the Seller Representative shall be deemed, for and on behalf of such the Indemnifying Parties, to agree that Buyer Indemnified Party is entitled to receive all of the Claimed Amount (which deemed agreement shall be deemed final, binding and conclusive with respect to all of the Indemnifying Parties) (in which case, Buyer shall deduct from the Holdback Amount an amount equal to the Indemnitee. In any eventClaimed Amount or the applicable portion thereof as determined by Buyer, and, if in whole or in part against the Indemnifying Parties, the Indemnitee, such Indemnifying Party and its counsel Parties shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right promptly cause to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline be paid to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify Buyer an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely amount equal to the extent that, such failure actually and Materially prejudices the rights product of (x) such Indemnifying Party. If ’s Pro Rata Portion, multiplied by (y) the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the IndemniteeClaimed Amount).

Claims Procedure. Promptly after the receipt by If any indemnified action, claim or demand shall be brought or asserted against any party (the “Indemnitee”) in respect of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or which indemnity may be made against any indemnifying party (the “Indemnifying Party”) sought pursuant to this Article 8Section, give such Indemnifying Party written notice the party seeking indemnification ("Indemnitee") shall promptly notify the parties from whom indemnification is to be sought (collectively, the "Indemnitor"), stating the amount claimed to be due and payable, the basis of the commencement claim as alleged by any claimant and the provision or provisions of such action or proceeding and give such Indemnifying Party a copy of this Agreement under which such claim and/or process and all legal pleadings for indemnity is asserted. Prior to sending such notice, if such claim has been made by a third party but has not resulted in connection therewithan action, suit, proceeding or investigation before a court or other governmental body, the Indemnitee may resolve the third party's claim in a reasonable manner, and, in turn, seek indemnification from the Indemnitor. The failure to give such Any notice hereunder shall not relieve any Indemnifying Party be accompanied by copies of any of its indemnification obligations contained in this Article 8, except where, documents relied on by any claimant and solely furnished to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying PartyIndemnitee. Such Indemnifying Party shall have, upon request within Within thirty (30) calendar days after receipt of such notice, but not the Indemnitor shall by written notice either (i) concede liability in any event after whole as to the settlement amount claimed in such notice; (ii) deny liability in whole as to such amount; or compromise (iii) concede liability in part and deny liability as to the remainder. In the case of such claimclaims by third parties resulting in an action, suit, proceeding or investigation before a court or other governmental body, the right to defendIndemnitor, at its own expense and by its own in the written notice, shall also indicate whether it shall assume the defense thereof with counsel reasonably acceptable to the Indemnitee. Provided that the notice required hereunder is properly given, any failure by the Indemnitor to concede liability for a third party claim for which a party is entitled to indemnity under this Agreement shall cause the indemnity obligations of the Indemnitor to extend to whatever outcome results from such matter involving third party claim. Any settlement or compromise of a claim shall be agreed upon by all parties. If the asserted Indemnitee declines to accept a bona fide offer of settlement which is recommended by the Indemnitor, the maximum liability of the Indemnitor shall not exceed that amount which it would have been liable for had such settlement been accepted. If the Indemnitor declines to accept a bona fide offer of settlement recommended by the Indemnitee; provided, howeverthe Indemnitor shall be liable for whatever outcome results from such third party claim. In the case of non-third party claims (or claims that were originally third party claims but resolved as described in the first paragraph of this Section 9.4 and for which a party, that in turn, seek indemnification), if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required Indemnitor fails to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and deny liability within the Indemnifying Partythirty (30) calendar day period, the Indemnitee may offset the claim from any obligations owing by such party to the Indemnitor ("Obligations"). If the Indemnitor and the Indemnitee cannot agree as to the disposition of the claim, the unresolved matter shall be resolved by arbitration if a request for arbitration, as provided herein, is given. Arbitration shall be initiated by one party's making a written demand on the other party and simultaneously filing copies of the demand, together with the required fees, with the Detroit Regional Office of the American Arbitration Association ("AAA"). Within fifteen (15) days after receipt of such demand, each party shall designate one arbitrator. These two arbitrators shall, within fifteen (15) days after their appointment, select a third arbitrator, who shall be experienced in the subject areas of corporate law and mergers and acquisitions. In the event that the first two arbitrators are unable to agree upon the third arbitrator, then the arbitrators shall apply to the AAA to designate and appoint a person who meets these criteria as the third arbitrator. In the event the party upon whom the original arbitration demand was served shall fail to designate its arbitrator, the arbitrator designated by the party requesting arbitration shall act as the sole arbitrator and shall be deemed to be the single, mutually approved arbitrator to resolve the matter. Final arbitration of the dispute shall occur within six (6) months of the giving of notice of arbitration. The place of arbitration shall be Southfield, Michigan. Arbitration shall be conducted under the auspices of the AAA, and the AAA Rules shall govern all proceedings unless otherwise provided herein. In case of conflict between the AAA Rules and this Agreement, the provisions of this Agreement shall govern. The arbitrators sole power shall be to interpret the provisions of this Agreement and they shall have no power to change or modify any provision of this Agreement. The parties shall have the right to defenddiscovery in accordance with the Federal Rules of Civil Procedure except that discovery may commence immediately upon the service of the demand for arbitration and except that discovery shall be limited to document requests and depositions of not more than two (2) people per party, compromise or settle such claim or suit; and must occur within three (3) months of the date of service of notice of the complaining party. A party's unreasonable refusal to cooperate in discovery shall be deemed to be refusal to proceed with arbitration, and, provideduntil the arbitration panel is complete, further, that such settlement or compromise shall not, unless consented to the parties may enforce their rights (including the right of discovery) in writing by such Indemnifying Party, which the circuit courts of the State of Michigan. Such enforcement in the courts shall not be unreasonably withheld, be conclusive as constitute a waiver of a party's right to arbitration. Upon appointment of the liability of such Indemnifying Party to the Indemnitee. In any eventarbitration panel, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee arbitrators shall have the right power to participate enforce the parties' discovery rights. It is expressly agreed that material subject to discovery shall include written documents that must be created from information that currently exists only in machine-readable form. The parties expressly covenant and agree to be bound by the decision of the arbitration panel and accept any such decision as the final determination of the matter in dispute. A judgment of any Michigan Circuit Court may be rendered upon any award made pursuant to this Agreement. The non-prevailing party in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such actionarbitration, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemniteei.e., the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions one who receives less than 80% of the settlement or compromise amount it claims it is entitled to, shall pay the pro rata amount of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8prevailing party's costs, except wherefees, and solely expenses, including attorney's fees, with reference to the extent that, such failure actually actual award to the prevailing party and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the total claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemniteeprevailing party. The provisions of this Agreement shall be construed in favor of arbitration.

Claims Procedure. Promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article 8V, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of his or its indemnification obligations contained in this Article 8V, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemniteecounsel, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that that, as a result of an existing or prospective business relationship between TriZetto or any of its Subsidiaries on the one hand and any other party or parties to such claim on the other hand, or as a result of other reasonable circumstances, there is a reasonable probability that a claim may Materially materially and adversely affect him or it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying PartyV, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall should not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party [*] Confidential portions omitted and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only filed separately with the consent of the IndemniteeSecurities and Exchange Commission.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) Indemnified Party of notice of the commencement of any action or proceeding against such IndemniteeIndemnified Party, such Indemnitee Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8X, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8X, except where, and solely to the extent that, such failure actually and Materially adversely affects or prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, have the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the IndemniteeIndemnified Party, any such matter involving the asserted liability of the IndemniteeIndemnified Party; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Indemnified Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise participate in the defense or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying asserted liability at the Indemnified Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee’s own expense. In any event, the IndemniteeIndemnified Party, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee Indemnified Party shall have the right to participate in the defense of such asserted liability at the IndemniteeIndemnified Party’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying in accordance with the provisions hereof, or settling any claim against which such if the Indemnifying Party isdiscontinues the diligent and timely conduct thereof, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions any of the settlement or compromise of Indemnified Parties may undertake such claim. An Indemnitee’s failure to supply such final court judgment or decree or defense and the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, fees and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Partyexpenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim only with claim, subject to obtaining the consent of the IndemniteeIndemnified Party, which consent will not unreasonably be withheld or delayed; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities of the Indemnified Party and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the right to settle or compromise any claim against it after consultation with, but without the necessity of obtaining the prior approval of, any Indemnifying Party, provided, however, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which consent shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnified Party.

Claims Procedure. Promptly after the receipt by any indemnified Any party seeking indemnification under this Section 10.2 (the an “IndemniteeIndemnified Party”) of notice of shall give to the commencement of any action party or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto parties from whom indemnification is or may be made against any indemnifying party being sought (the an “Indemnifying Party”) pursuant written notice (a “Claim Notice”) promptly after becoming aware of any fact, condition or event for which indemnification might be sought under this Section 10.2, which Claim Notice shall (i) specify in reasonable detail all relevant facts, conditions and events; (ii) identify the specific provisions of this Agreement which give rise to this Article 8such indemnification right; (iii) include a good-faith estimate of the amount of Damages for which the Indemnified Party is seeking indemnification from the Indemnifying Party, give such calculated in accordance with Sections 10.2(f) and 10.3, and (iv) include copies of any written evidence thereof and third party correspondence related thereto; provided, that in the case of an Indemnified Party that is a Parent Indemnified Party, “Indemnifying Party” shall be deemed to mean the Company Stockholders’ Representative solely in its capacity as the Company Stockholders’ Representative, and in the case of an Indemnifying Party written notice of that is either Parent or the commencement of such action Surviving Corporation, “Indemnified Party” shall be deemed to mean the Company Stockholders’ Representative solely in its capacity as the Company Stockholders’ Representative; provided, further, that the immediately preceding proviso refers solely to notices and procedural actions taken by the Company Stockholders’ Representative on the Equity Holders’ behalf, and does not in any way mean that (i) the Company Stockholders’ Representative itself is indemnifying (or proceeding and give such has any liability whatsoever to) any Person, (ii) any funds will be paid directly to or from the Company Stockholders’ Representative or (iii) the Company Stockholders’ Representative has any obligation to solicit or collect funds from the Equity Holders for payment to a Parent Indemnified Party. If the Indemnifying Party a copy of such claim and/or process and all legal pleadings does not notify the Indemnified Party in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request writing within thirty (30) days after from its receipt of such notice, but not in any event after a Claim Notice that the settlement or compromise of Indemnifying Party disputes such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall be deemed to have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 accepted and agreed to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Indemnified Party with a copy of a final court judgment or decree holding from and against the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party entirety of any of its indemnification obligations contained Damages described in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying PartyClaim Notice. If the Indemnifying Party is defending has delivered an indemnity dispute notice to the claim as set forth aboveIndemnified Party, the Indemnifying Party and the Indemnified Party shall have proceed in good faith to negotiate a resolution to such dispute. If the right to settle Indemnifying Party and the claim only with the consent Indemnified Party cannot resolve such dispute within sixty (60) days after delivery of the Indemniteeindemnity dispute notice, such dispute may be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.11. Following the delivery of a Claim Notice to the Company Stockholders’ Representative, the Company Stockholders’ Representative and its Representatives shall be given all such access (including electronic access, to the extent available), as the Company Stockholders’ Representative may reasonably request, to the books and records of the Surviving Corporation, and reasonable access to such personnel or representatives of the Surviving Corporation and Parent, including but not limited to the individuals responsible for the matters that are the subject of the Claim Notice, as the Company Stockholders’ Representative may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Notice.

Claims Procedure. Promptly In respect of any third-party claims for which ---------------- indemnification is sought hereunder, promptly after the receipt by any indemnified party (the “"Indemnitee”") of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “"Indemnifying Party”") pursuant to this Article Section 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article Section 8, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at his or its own expense and by his or its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s 's own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article Section 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s Indemnity's failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article Section 8, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnitee is defending the claim as set forth above, the Indemnitee shall have the right to settle or compromise any claim against it after consultation with, but without the prior approval of, any Indemnifying Party; provided, however, that such settlement or -------- ------- compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee; provided, -------- however, that if the Indemnitee shall fail to consent to the settlement of such ------- a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, and (ii) includes an unconditional release of the Indemnitee and its affiliates by the claimant and imposes no material restrictions on the future activities of the Indemnitee and its affiliates, the Indemnifying Party shall have no liability with respect to any payment required to be made to such claimant in respect of such claim in excess of the proposed amount of settlement.

Claims Procedure. Promptly An Indemnified Person shall, after obtaining knowledge thereof, promptly notify the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement Lessee of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release the Lessee from any of its indemnification obligations contained in under this Article 8Section 7.2, except where, and solely to the extent thatthat failure to give notice of any action, suit or proceeding against such failure actually Indemnified Person shall have a material adverse affect on Lessee's ability to defend such Claim or recover proceeds under any insurance policies maintained by Lessee hereunder. The Lessee shall, after obtaining knowledge thereof, promptly notify each Indemnified Person of any indemnified Claim affecting such Person. Subject to the provisions of the following paragraph, the Lessee shall at its sole cost and Materially prejudices expense be entitled to control, and shall assume full responsibility for, the rights defense of such Indemnifying Party. Such Indemnifying Party claim or liability; provided that the Lessee shall have, upon request within thirty (30) days after receipt keep the Indemnified Person which is the subject of such noticeproceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. Upon the request of the Lessee, but the Indemnified Person which is the subject of any Claim will cooperate in all reasonable respects, at the expense of the Lessee, in the defense thereof. Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to control and assume responsibility for the defense of such claim or liability if (1) a Lease Default or Lease Event of Default shall have occurred and be continuing, (2) such proceeding will involve any material danger of the sale, forfeiture or loss of, or the creation of any Lien (other than any Permitted Lien or a Lien which is adequately bonded to the satisfaction of such Indemnified Person) on, any Unit, (3) the amounts involved, in the good faith opinion of such Indemnified Person, are likely to have a materially adverse effect on the business of such Indemnified Person other than the ownership, leasing and financing of the Equipment, (4) in the good faith opinion of such Indemnified Person, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding, (5) such claim or liability involves the possibility of criminal liability to such Indemnified Person, or (6) Lessee shall not have acknowledged its obligation to indemnify such Indemnified Person with respect to all liabilities in connection with such contest. In the circumstances described in clauses (1) - (6), the Indemnified Person shall be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Lessee. In addition, any Indemnified Person may participate in any event after proceeding controlled by the settlement or compromise of such claim, the right Lessee pursuant to defendthis Section 7.2, at its own expense, in respect of any such proceeding as to which the Lessee shall have acknowledged in writing its obligation to indemnify the Indemnified Person pursuant to this Section 7.2, and at the expense and by of Lessee in respect of any such proceeding as to which the Lessee shall not have so acknowledged its obligation to the Indemnified Person pursuant to this Section 7.2. The Lessee may in any event participate in all such proceedings at its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemniteecost. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly after An Indemnitee shall promptly notify Owner of any Claim as to which indemnification is sought. Such Indemnitee shall promptly submit to the receipt by any indemnified party (Owner all additional information in such Indemnitee’s possession to substantiate such Claim as the “Indemnitee”) of notice Owner reasonably requests. Subject to the rights of the commencement of Owner’s insurers, Owner may, at its sole cost and expense, investigate any action Claim, and may in its sole discretion defend or proceeding against such compromise any Claim. Owner shall be entitled, at its sole cost and expense, acting through counsel acceptable to the respective Indemnitee, (A) so long as Owner has agreed in a writing acceptable to such Indemnitee shallthat Owner is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), if in any judicial or administrative proceeding that involves solely a claim with respect thereto for one or more Claims, to assume responsibility for and control thereof, (B) so long as Owner has agreed in a writing acceptable to such Indemnitee that Owner is liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section 6.11(d)), in any judicial or may be made against any indemnifying party (administrative proceeding involving a claim for one or more Claims and other claims related or unrelated to the “Indemnifying Party”) pursuant transactions contemplated by the Loan Documents, to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding assume responsibility for and give such Indemnifying Party a copy control of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely for Claims to the extent thatthat the same may be and is severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such failure actually and Materially prejudices Indemnitee with respect to judicial proceedings subject to the rights control of such Indemnifying PartyIndemnitee. Such Indemnifying Party Notwithstanding any of the foregoing to the contrary, the Owner shall havenot be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while an Event of Default exists, upon request within thirty (30ii) days after receipt if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Lien permitted under this Mortgage and the Credit Agreement) on any Aircraft, Airframe, Engine, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith opinion of such noticeIndemnitee entail any material risk of criminal liability or present a conflict of interest making separate representation necessary, but not and, in any event after such proceeding, the settlement or compromise Owner shall be liable for the cost of such claim, proceeding and (subject to the right to defend, provisions of Section 6.11(d)) any Claim resulting therefrom. The affected Indemnitee may participate at its own expense and by with its own counsel reasonably acceptable in any judicial proceeding controlled by Owner pursuant to the Indemniteepreceding provisions. At the Owner’s expense, any such matter involving the asserted liability Indemnitee shall cooperate with all reasonable requests of the Indemnitee; providedOwner in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Owner, howeverwhich consent shall not be unreasonably withheld or delayed, that if the unless such Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required waives its right to be reimbursed indemnified with respect to such Claim. Where Owner or its insurers undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in full connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of Owner or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by Owner pursuant to the preceding provisions; provided that such Indemnifying Party party’s participation does not, in the Opinion of Counsel appointed by Owner or its insurers to conduct such proceedings, interfere with such control. Such participation shall not constitute a waiver of the indemnification provided in this Section 6.11. Notwithstanding anything to the contrary contained herein, the Owner shall not under this Article 8 or if any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one Claim unless a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle exist among such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the IndemniteeIndemnitees. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.42

Claims Procedure. Promptly All claims for indemnification by an Indemnified Party against an Indemnifying Party pursuant to this Section 7 shall be asserted and resolved as set forth in this Section 7.3. As soon as reasonably practicable after becoming aware of a claim for indemnification under this Agreement (including the receipt by assertion of any indemnified party (the “Indemnitee”) of notice of claim, or the commencement of any suit, action or proceeding against such Indemniteeproceeding, such Indemnitee shall, if by any Person not a claim with respect thereto is or party hereto for which indemnity may be made against any indemnifying party (the “Indemnifying Party”) pursuant to sought under this Article 8Agreement), give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying an Indemnified Party shall havepromptly, upon request within thirty (30) but in no event more than 30 days after receipt of such notice, but not in any event after the settlement or compromise Indemnified Party becomes aware of such claim, notify the right to defend, at its own expense Indemnifying Party of such claim and by its own counsel reasonably acceptable the amount or the estimated amount thereof to the Indemnitee, any such matter involving the asserted liability extent then feasible (which estimate shall not be conclusive of the Indemniteefinal amount of such claim) (the "CLAIM NOTICE"); provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result right of money payments required an Indemnified Party to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which indemnified hereunder shall not be unreasonably withheld, be conclusive as adversely affected by such party's failure to the liability of give such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liabilityClaim Notice unless, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely then only to the extent that, an Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such failure actually claim and Materially prejudices (ii) if such claim involves a third party claim, whether or not the rights of Indemnifying Party desires to defend the Indemnified Party against such Indemnifying Partyclaim. If the Indemnifying Party is defending does not dispute its liability for such claim in writing within the claim Notice Period, then the Indemnified Party shall be entitled to recover immediately (or as set forth above, soon as known) from the Indemnifying Party the amount of such claim; provided, however, if the Indemnifying Party agrees that it has an indemnification obligation, but disputes the amount of its obligation, then the Indemnified Party shall have be entitled to recover immediately (or as soon as known) from the right Indemnifying Party the amount not in dispute, without prejudice to settle the Indemnified Party's claim only for the amount in dispute. Any such dispute shall be resolved in accordance with the consent of the Indemniteedispute resolution procedures generally applicable to this Agreement.

Claims Procedure. Promptly after the receipt by any indemnified If a party (the “IndemniteeIndemnified Party”) of notice of the commencement of is threatened in writing with any claim, or any claim is presented in writing to or any action or proceeding formally commenced against such Indemniteeparty, such Indemnitee shallwhich may give rise to the right of indemnification hereunder (a “Claim”), if a claim with respect thereto is or may be made against any indemnifying the Indemnified Party shall promptly give written notice thereof (specifying in reasonable detail the basis for the Claim and, to the extent known, the amount thereof) to the other party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith). The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defenseright, at its sole cost and expense, to participate, and, to the Indemnitee shall have extent the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or so desires, assume the defense of such action, prior Claim with counsel mutually satisfactory to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 the parties upon prompt notice to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Indemnified Party of any of its indemnification obligations contained in this Article 8, except where, and solely intent to the extent that, defend such failure actually and Materially prejudices the rights of such Indemnifying PartyClaim. If the Indemnified Party requests in writing that such Claim not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party is defending may settle a Claim which it has duly elected to contest without the claim as set forth aboveconsent of the Indemnified Party unless such settlement will have a material adverse effect upon the Indemnified Party, the Indemnifying Party in which case such Claim shall have the right to settle the claim be settled only with the consent of the IndemniteeIndemnified Party. In the event that the Indemnified Party unreasonably declines to consent to such settlement, then the Indemnified Party shall have no right to indemnification beyond the amount of the proposed settlement. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including, without limitation, by making records available to the Indemnifying Party and its legal counsel and permitting interviews, depositions and testimony at trial of the Indemnified Party’s employees. The Indemnifying Party shall keep the Indemnified Party fully informed regarding the progress and status of any Claim. In the event the Indemnified Party fails to follow the claim procedure specified in this Section 7.3 with respect to a Claim by any third party against the Indemnified Party, such failure shall not relieve the Indemnifying Party from liability hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8Section 5, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except Section 5,except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 Section 5 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 Section 5 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article 8Section 5, except where, and solely to the extent that, such failure actually and Materially materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

Claims Procedure. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement An Indemnified Person shall promptly notify Lessee of any action or proceeding against such IndemniteeClaim as to which indemnification is sought; provided, such Indemnitee shallhowever, if a claim with respect thereto is or may be made against any indemnifying party (that, notwithstanding the “Indemnifying Party”) pursuant to this Article 8last sentence of Section 7.2(b), give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of release Lessee from any of its indemnification obligations contained in under this Article 8VII, except where, and solely to the extent that, that such failure actually and Materially prejudices to give notice shall have a material adverse effect on Lessee’s ability to defend such claim. Subject to the rights of insurers under policies of insurance maintained by Lessee, Lessee shall have the right in each case at Lessee’s sole expense to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 7.2 and the Indemnified Person shall cooperate with all reasonable requests of Lessee in connection therewith; provided that no right to defend or compromise such Indemnifying PartyClaim shall exist on the part of Lessee with respect to any Indemnified Person if (1) a Lease Event of Default shall have occurred and be continuing or (2) such Claim would entail a significant risk to Owner Participant, Loan Participant or any Affiliate thereof of any criminal liability or, unless indemnified against by Lessee, any civil liability or penalty; provided, further, that no right to compromise or settle such Claim shall exist unless Lessee agrees in writing to pay the amount of such settlement or compromise. Such Indemnifying Party shall haveIn any case in which any action, suit or proceeding is brought against any Indemnified Person in connection with any Claim, Lessee may and, upon request within thirty (30) days after receipt of such noticeIndemnified Person’s request, but not in any event after will at Lessee’s expense resist and defend such action, suit or proceeding, or cause the settlement same to be resisted or compromise of such claim, the right to defend, at its own expense defended by counsel selected by Lessee and by its own counsel reasonably acceptable to such Indemnified Person and, in the Indemniteeevent of any failure by Lessee to do so, any Lessee shall pay all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such matter involving Indemnified Person in connection with such action, suit or proceeding. Where Lessee or the asserted liability insurers under a policy of insurance maintained by Lessee undertake the Indemniteedefense of an Indemnified Person with respect to a Claim, no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of Lessee or such insurers; provided, however, that if in the Indemnitee determines that there written opinion of counsel to such Indemnified Person an actual or potential material conflict exists where it is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required advisable for such Indemnified Person to be reimbursed in full represented by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Partyseparate counsel, the Indemnitee reasonable fees and expenses of any such separate counsel shall have be paid by Lessee. Subject to the right requirements of any policy of insurance, an Indemnified Person may participate at its own expense in any judicial proceeding controlled by Lessee pursuant to defend, compromise or settle such claim or suitthe preceding provisions; and, provided, further, provided that such settlement or compromise shall party’s participation does not, unless consented in the opinion of the independent counsel appointed by Lessee or its insurers to in writing by conduct such Indemnifying Partyproceedings, which interfere with such control; and such participation shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with constitute a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions waiver of the settlement or compromise of such claimindemnification provided in this Section 7.2(f). An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations Nothing contained in this Article 8, except where, and solely Section 7.2(f) shall be deemed to the extent that, such failure actually and Materially prejudices the rights require an Indemnified Person to contest any Claim or to assume responsibility for or control of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only any judicial proceeding with the consent of the Indemniteerespect thereto.

Claims Procedure. Promptly An Indemnified Person shall, after obtaining actual knowledge thereof, promptly notify Lessee of any Claim as to which indemnification is sought (unless Lessee theretofore has notified such Indemnified Person of such Claim, which notice shall specify the receipt by any indemnified party (basis for the “Indemnitee”) of notice Claim, the other parties, if any, involved in the Claim, the amount of the commencement Claim and the status of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim legal proceedings with respect to the Claim and shall have attached thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all documents relating to the Claim, including copies of any legal pleadings received by the Indemnified Party in connection therewith. The with the Claim); provided, however, that the failure to give such notice shall not relieve any Indemnifying Party of release Lessee from any of its indemnification obligations contained in under this Article 8Section 14, except where, and solely to the extent thatthat failure to give notice of any action, suit or proceeding against such Indemnified Person is shown to increase the amount of the payment that is required to be made by the Lessee in connection with such Claim from the amount of the payment that would have been payable if the failure actually to give notice had not occurred. Subject to the following paragraph, Lessee agrees to defend such Claim and Materially prejudices shall at its sole cost and expense be entitled to defend such Claim and to control, and shall assume full responsibility for, the rights defense of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the IndemniteeClaim; provided, however, that if Lessee shall keep the Indemnitee determines Indemnified Person that there is a reasonable probability that a claim may Materially the subject of such proceeding fully apprised of the status of such proceeding and adversely affect it, other than solely shall provide such Indemnified Person with all information with respect to such proceeding as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee Indemnified Person reasonably requests; and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that in the event Lessee fails to defend such settlement Claim, Lessee shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) of the Indemnified Person in defending such Claim. Where the Lessee is obligated hereunder to pay the expenses of an Indemnified Person or compromise shall notIndemnified Persons, unless consented to in writing by such Indemnifying Party, which the Lessee shall not be unreasonably withheldliable for the fees and expenses of more than one counsel in each relevant jurisdiction for each of (A) the Certificate Holders, be conclusive (B) the Trustee, (c) the Agent, and (D) the Lenders as a group. Notwithstanding any of the foregoing to the liability of such Indemnifying Party contrary, Lessee shall not be entitled to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party control and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in assume responsibility for the defense of such asserted liability at Claim if (1) a Lease Default or Lease Event of Default exists, and the Indemnitee’s own expense. In the event Indemnified Person notifies Lessee that such Indemnifying Party shall decline it is no longer permitted to participate in or assume control the defense of such actionClaim, prior to paying (2) such proceeding involves any material danger of the sale, forfeiture or settling any claim against which such Indemnifying Party isloss of, or may bethe creation of any Lien (other than any Permitted Lien) on, obligated under this Article 8 any Site, (3) the amounts involved, in the good faith opinion of such Indemnified Person, are likely to indemnify have a materially adverse effect on the business of such Indemnified Person other than the ownership, leasing and financing of the Sites, (4) in the good faith opinion of such Indemnified Person, there exists an Indemniteeactual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding or (5) such Claim or liability involves the possibility of criminal actions or liability to such Indemnified Person. In the circumstances described in clauses (1) through (5), the Indemnitee Indemnified Person shall first supply be entitled to control and assume responsibility for the defense of such Indemnifying Party with a copy Claim or liability at the expense of a final court judgment or decree holding the Indemnitee liable on Lessee and in such claim or, failing event shall conduct such judgment or decreedefense in good faith and by appropriate proceedings. However, the terms circumstances described in clauses (3) and conditions of the settlement or compromise of (4), Lessee shall be entitled, at its sole expense, to participate in, but not control, such claimdefense and employ separate counsel in connection with its participation in such proceedings. An Indemnitee’s failure In addition, any Indemnified Person, at its own expense, may (A) participate in any proceeding controlled by Lessee pursuant to supply this Section 14(d) and (B) employ separate counsel. Lessee may in any event participate in all such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of proceedings at its indemnification obligations own cost. Nothing contained in this Article 8, except where, and solely Section 14(d) shall be deemed to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.require an Indemnified Person

Claims Procedure. Promptly after the receipt by any indemnified If a party (the “Indemnitee”"Indemnified Party") of notice of the commencement of is threatened in writing with any claim, or any claim is presented in writing to or any action or proceeding formally commenced against such Indemniteeparty, such Indemnitee shallwhich may give rise to the right of indemnification hereunder (a "Claim"), if a claim with respect thereto is or may be made against any indemnifying the Indemnified Party shall promptly give written notice thereof (specifying in reasonable detail the basis for the Claim and, to the extent known, the amount thereof) to the other party (the “"Indemnifying Party”) pursuant to this Article 8, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith"). The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article 8, except where, and solely to the extent that, such failure actually and Materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may Materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article 8 or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defenseright, at its sole cost and expense, to participate, and, to the Indemnitee shall have extent the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or so desires, assume the defense of such action, prior Claim with counsel mutually satisfactory to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article 8 the parties upon prompt notice to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Indemnified Party of any of its indemnification obligations contained in this Article 8, except where, and solely intent to the extent that, defend such failure actually and Materially prejudices the rights of such Indemnifying PartyClaim. If the Indemnified Party requests in writing that such Claim not be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The Indemnifying Party is defending may settle a Claim which it has duly elected to contest without the claim as set forth aboveconsent of the Indemnified Party unless such settlement will have a material adverse effect upon the Indemnified Party, the Indemnifying Party in which case such Claim shall have the right to settle the claim be settled only with the consent of the IndemniteeIndemnified Party. In the event that the Indemnified Party unreasonably declines to consent to such settlement, then the Indemnified Party shall have no right to indemnification beyond the amount of the proposed settlement. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim, including, without limitation, by making records available to the Indemnifying Party and its legal counsel and permitting interview, depositions and testimony at trial of the Indemnified Party's employees. The Indemnifying Party shall keep the Indemnified Party fully informed regarding the progress and status of any Claim. In the event the Indemnified Party fails to follow the claim procedure specified in this Section 9.3 with respect to a Claim by any third party against the Indemnified Party, such failure shall not relieve the Indemnifying Party from liability hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.